Via Edgar
June 19, 2017
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention:
Jan Woo, Legal Branch Chief
Jeff N. Kauten, Attorney-Adviser
Re:
Blue Sphere Corporation
Registration Statement on Form S-1
Filed June 13, 2017
As Amended June 15, 2017
File No. 333-218692
Ladies and Gentlemen:
Blue Sphere Corporation (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on June 13, 2017, as amended on June 15, 2017 (the “Registration Statement”), so that such Registration Statement will become effective as of 4:00 p.m. Eastern Standard Time, on June 19, 2017, or as soon thereafter as practicable.
In connection with our request, the Company hereby 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 laws of the United States.
If you have any questions relating to any of the foregoing, please contact the undersigned, or Peter J. Gennuso, Company Counsel, at (212) 908-3958.
| Respectfully, | ||
| /s/ Shlomi Palas | ||
| Shlomi Palas | ||
| Chief Executive Officer | ||
| Blue Sphere Corporation | ||
| cc: | Peter J. Gennuso, Esq., Thompson Hine LLP |
