Aqua Power Systems Inc
2180 Park Ave North, Suite 200
Winter Park, FL 32789
July 27, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| | Re: | Aqua Power Systems Inc. |
| | | Application for Withdrawal Pursuant to Rule 477 of Registration Statement on |
| | | Form S-1 (SEC File No. 333-269866) |
Ladies and Gentlemen:
| | Application for Withdrawal Pursuant to Rule 477 of Registration Statement on Form S-1 (SEC File No. 333-269866) |
We request pursuant to Rule 477 of the Securities Act, that the Registration Statement on Form S-1, together with all exhibits and amendments thereto (File No. 333-269866), as initially filed with the Commission on February 17, 2023 (the “Registration Statement”), be withdrawn effective immediately.
The Company has determined, due to market conditions, not to proceed at this time with the registration and sale of Common Stock as contemplated by the Registration Statement. Accordingly, the Company’s management believes that withdrawal of the Registration Statement is appropriate. The Registration Statement has not been declared effective, and the Company confirms that no shares of Common Stock have been or will be issued or sold pursuant to the Registration Statement.
Accordingly, the Company respectfully requests that an order granting the withdrawal of the Registration Statement be issued by the Commission as soon as reasonably practicable. The Company also requests that all fees paid by the Company to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account for future use in accordance with Rule 457(p) promulgated under the Act.
Please fax a copy of the order to the attention of Donnell Suares, Esq. at (718) 282-3113. It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted at the time the application is filed with the Commission unless, within 15 calendar days after the application is filed, the Commission notifies us that the application for withdrawal will not be granted.
If you have any questions regarding the foregoing, please contact me directly at 407-674-9444.
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| | Sincerely, |
| | |
| | /s/ Stephen Carnes |
| | Stephen Carnes, Director |
| | Aqua Power Systems, Inc. |
