December 6, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F Street, N.E.
Washington D.C. 20549
Attn: Matthew Crispino, Jeff Kauten, Barbara C. Jacobs, David Edgar and Craig Wilson
Re: congatec Holding AG
Registration Statement on Form F-1 (Registration No. 333-207424)
Request to Withdraw Registration Statement
Ladies and Gentlemen:
congatec Holding AG, a German stock corporation (the “Company”), pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), hereby requests to withdraw from registration its Registration Statement on Form F-1 (Registration No. 333-207424), including all exhibits thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 14, 2015 and amended on November 4, 2015 and November 16, 2015, with such withdrawal to be effective as of the date hereof or as soon as practicable hereafter.
The Registration Statement is being withdrawn because a determination has been made not to proceed with the initial public offering of the Company’s ordinary shares contemplated in the Registration Statement at this time. The Company confirms that the Registration Statement was not declared effective by the Commission, and no securities of the Company were sold pursuant to the Registration Statement. The Company therefore requests that the Commission consent to this application on grounds that the withdrawal of the Registration Statement is consistent with public interest and protection of investors, as contemplated by paragraph (a) of Rule 477 of the Securities Act.
The Company further requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future registration statement of the Company or an affiliate of the Company.
Please provide a copy of the order granting withdrawal of the Registration Statement to Derick S. Kauffman of Dechert LLP, the Company’s counsel, by fax at (215) 655-2562 or email at derick.kauffman@dechert.com.
If you have any questions regarding this request for withdrawal, please contact Mr. Kauffman at (215) 994-2562.
| Very truly yours, | |
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| By: | /s/ Jason Carlson |
| Name: | Jason Carlson |
| Title: | CEO |
cc: David S. Rosenthal, Dechert LLP
Derick S. Kauffman, Dechert LLP
