NV5 HOLDINGS, INC.
200 South Park Road, Suite 350
Hollywood, Florida 33021
(954) 495-2112
September 1, 2015
VIA EDGAR AND E-MAIL
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | NV5 Holdings, Inc. |
| Registration Statement on Form S-3 | ||
| File No. 333-206644 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the "Act"), NV5 Holdings, Inc. (the "Company") hereby requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Eastern Time, on Thursday, September 3, 2015, or as soon thereafter as is practicable.
In making its request, the Company acknowledges that:
(i) | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, that act will not foreclose the Commission from taking any action with respect to the filing; |
(ii) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement; |
(iii) | 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; and |
(iv) | the Company is aware of its obligations under the Act, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement. |
Please call Christina Russo at Akerman LLP at (305) 982-5531 as soon as the Registration Statement has been declared effective.
Thank you for your courtesy and cooperation.
Sincerely,
/s/ Richard Tong
Richard Tong
Executive Vice President and General Counsel
Cc: William Mastrianna (Securities and Exchange Commission)
