Prospect Global Resources Inc.
1621 18th Street, Suite 260
Denver, Colorado 80202
May 24, 2012
VIA EDGAR
Pamela Long
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | Prospect Global Resources Inc. |
| Registration Statement on Form S-3 (File No. 333-180492) |
Dear Ms. Long:
On behalf of Prospect Global Resources Inc. (the “Company”), I hereby request acceleration of the effective date of the above-referenced registration statement to May 25, 2012 at 1:00 p.m. (Eastern Time), or as soon as practicable thereafter.
In connection with our request for acceleration, we hereby acknowledge the following:
(a) 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;
(b) 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
(c) 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.
If you have any questions, please do not hesitate to contact me. Thank you.
Very truly yours, |
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/s/ Wayne Rich |
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Wayne Rich |
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Chief Financial Officer |
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cc: Jeffrey M. Knetsch
