Avantair, Inc.
4311 General Howard Drive
Clearwater, Florida 33762
March 11, 2013
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sonia Bednarowski
| RE: | Avantair, Inc. |
Post-effective Amendment No. 4 to Registration Statement on Form S-1
Filed March 5, 2013
File No. 333-163152
Acceleration Request
Dear Ms. Bednarowski:
With respect to the above-referenced Post-effective Amendment No. 4 to Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Avantair, Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Wednesday, March 13, 2013 at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.
In connection with the foregoing request, the Company acknowledges the following:
| • | should 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. |
The cooperation of the staff in meeting the timetable described above is very much appreciated.
Please call Tom Palmiero, Associate General Counsel of the Company, at (727) 538-7910 with any comments or questions regarding the Registration Statement.
| Sincerely, |
| AVANTAIR, INC. |
/s/ Steven Santo |
| Steven Santo |
| Chief Executive Officer |
| cc: | Justin Dobbie,U.S. Securities and Exchange Commission |
Tom Palmiero,Associate General Counsel of Avantair, Inc.
Michael L. Fantozzi, Esq.,Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
