January 22, 2015
THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Mail Stop 7010 100 F Street, NE
Washington, DC 20549
Attn: | Roger Schwall, Assistant Director |
Norman von Holtzendorff, Senior Counsel | |
Re: | FWF Holdings, Inc. (the "Company") |
Registration Statement on Form S-1 Filed January 6, 2015 | |
File No. 333-199583 |
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration of the effective date of its Registration Statement on Form S-1 to 12:00 p.m. (Eastern Standard Time) on January 26, 2015 or as soon thereafter as is practicable.
In connection with the Company’s request for acceleration of the effective date of its Registration Statement on Form S-1, the Company acknowledges the undertakings in Rule 461 and that:
· | 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 this action as defence in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your assistance.
Very truly yours,
FWF Holdings Inc.
/s/ Nami Shams
Nami Shams
President/Chief Executive Officer
