December 20, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street, N.E.
Washington, D.C. 20549
Attn: Thomas Jones, Esq.
| Re: | iSun, Inc. |
| Registration Statement on Form S-3 (File No. 333-268678) |
Dear Mr. Jones:
This letter is sent on behalf of iSun, Inc. (the “Company”) in connection with the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 461 promulgated under the Securities Act, the Company hereby requests that the effective date of the Registration Statement be accelerated to 4:30 p.m., Eastern Standard Time, on Friday, December 23, 2022, or as soon thereafter as practicable.
The Company hereby acknowledges that:
should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
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 disclosure in the Registration Statement; and
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.
Please contact H. Kenneth Merritt, Jr., Esq., of Merritt & Merritt at (802) 658-7830 with any questions you may have concerning this request. In addition, please notify Mr. Merritt when the request for acceleration has been granted.
| Sincerely, | ||
| iSUN, INC. | ||
| By: | /s/ Jeffrey Peck | |
| Name: | Jeffrey Peck | |
| Title: | President and CEO | |
cc: H. Kenneth Merritt, Jr, Esq., Merritt & Merritt
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