Alon Brands, Inc.
7616 LBJ Freeway, 3rd Floor
Dallas, Texas 75251
May 7, 2012
BY EDGAR AND FACSIMILE
Securities and Exchange Commission
Attn: Ms. Lilyanna L. Peyser
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-6010
| Re: | Alon Brands, Inc. Request to Withdraw Registration Statement on Form S-1 File No. 333-155296 |
Ladies and Gentlemen:
In accordance with Rule 477 of the Securities Act of 1933, as amended (the “Securities Act”), Alon Brands, Inc. (the “Company”) hereby requests the withdrawal, effective as of the date hereof or as promptly as practicable, of the above-referenced registration statement (the “Registration Statement”), including all exhibits filed therewith and any amendments thereto. The Registration Statement was originally filed on November 12, 2008 and was amended on February 11, 2009, December 28, 2009, November 15, 2010, December 22, 2010, April 5, 2011 and April 15, 2011.
The Company has determined not to pursue the sale of the securities covered by the Registration Statement at this time. The Company confirms that the Registration Statement was not declared effective and no securities have been sold pursuant to the Registration Statement.
The Company further requests that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Should you have any questions, or require any additional information, please do not hesitate to contact Stuart Ogg of Jones Day, counsel to the Company, at (213) 243-2365.
| Very truly yours, |
| /s/ Kyle McKeen |
| Name: Kyle McKeen |
| Title: President and Chief Executive Officer |
| cc: | James Ranspot, Alon Brands, Inc. W. Stuart Ogg, Jones Day Kris F. Heinzelman, Cravath, Swaine & Moore LLP Andrew Battaglini, NYSE Euronext |
