| NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW |
Andrew M. Tucker T 202.689.2987 M 703.624.3897 andy.tucker@nelsonmullins.com | 101 Constitution Avenue, NW | Suite 900 Washington, DC 20001 T 202.689.2800 F 202.689.2860 nelsonmullins.com |
March 3, 2021
VIA EDGAR AND OVERNIGHT DELIVERY
Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, DC 20549
| Attention: | Stephen Krikorian Ryan Rohn |
| Re: | Alfi, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 2, 2021 |
File No. 333-251959
Ladies and Gentlemen:
On behalf of Alfi, Inc., a corporation organized under the laws of Delaware (the “Company”), we are transmitting this letter to inform the staff (the “Staff”) of the Securities and Exchange Commission that certain corrections were inadvertently omitted from the financial statements filed with Amendment No. 2 to Registration Statement on Form S-1. This letter is being submitted together with Amendment No. 3 to Registration Statement on Form S-1 (the “Amended Registration Statement”), which has been revised to include the corrected statements and financials which were previously omitted in the financial statements. For the Staff’s convenience, we are also sending, by courier, copies of this letter and marked copies of the Amended Registration Statement that reflect changes made to the Registration Statement.
California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts | New York
North Carolina | South Carolina | Tennessee | West Virginia
Division of Corporation Finance
U.S. Securities & Exchange Commission
March 3, 2021
Page 2
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at 202-689-2987 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
| Very truly yours, |
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| NELSON MULLINS RILEY & SCARBOROUGH LLP |
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| By: | |
| | Andrew M. Tucker |
Enclosures
Alfi, Inc.
Kingswood Capital Markets
Jolie Kahn, Esq.
Slack & Co.