 | FATHOM REALTY LLC Corporate Address: 211 New Edition Court Cary, NC 27511 | www.FathomRealty.com |
July 28, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Attention: Joshua Samples
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Acceleration Request |
Fathom Holdings Inc.
Registration Statement on Form S-1
(File No. 333-235972)
Ladies and Gentlemen:
We refer to the registration statement on Form S-1 (File No. 333-235972) (as amended, the “Registration Statement”), of Fathom Holdings Inc. (the “Company”), relating to the registration of the Company’s Common Stock, no par value per share.
In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests the acceleration of the effectiveness of the Registration Statement so that it may become effective at 5:00 p.m. (Eastern time) on July 30, 2020 or as soon as practicable thereafter.
The Company hereby acknowledges the following:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | 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 the federal securities laws of the United States. |
In addition, the Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.
Please orally confirm the effectiveness of the Registration Statement with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Donald R. Reynolds at (919) 865-2805 or Andrew J. Gibbons at (919) 786-4038. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to our counsel via e-mail at dreynolds@wyrick.com and agibbons@wyrick.com.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
| Very truly yours, | ||||
| Fathom holdings inc. | ||||
| By: | /s/ Marco Fregenal | |||
| Name: | Marco Fregenal | |||
| Title: | President and Chief Financial Officer | |||
| cc: | Wyrick Robbins Yates & Ponton LLP |
[Signature Page to Acceleration Request]