COOL TECHNOLOGIES, INC.
8875 Hidden River Parkway
Suite 300
Tampa, Florida 33637
December 8, 2017
BY EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-7010
Attention: Larry Spirgel, Assistant Director
Re: Cool Technologies, Inc.
Registration Statement on Form S-1 (File Number 333-216023)
Dear Mr. Spirgel:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), Cool Technologies, Inc. (the “Company”) hereby requests that the Registration Statement described above (the “Registration Statement”) be accelerated so that it will become effective at 3:00 p.m. on Tuesday, December 12, 2017, or as soon as practicable thereafter. In connection with such request, the undersigned hereby acknowledges the following:
1. 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.
2. 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.
3. The Company may not assert staff comments or 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.
Should you have any questions regarding this matter, please do not hesitate to call Nancy Brenner, Esq., counsel for the Company at (917) 282-4272, email address nbrenneresq@gmail.com.
Thank you for your attention to this matter.
| Sincerely, |
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By | /s/ Timothy J. Hassett |
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Timothy J. Hassett |
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Chairman and Chief Executive Officer |
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cc: Nancy Brenner, Esq.
