Gadsden Growth Properties, Inc.
15150 N. Hayden Road
Suite 220
Scottsdale, Arizona 85260
Tel: (480) 750-8700
May 14, 2018
BY EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Gadsden Growth Properties, Inc. |
| Registration Statement on Form S-11 | |
| File No.: 333- 214575 | |
| Request for Withdrawal of Registration Statement on Form S-11 |
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Gadsden Growth Properties, Inc. (the “Company”) hereby requests the consent of the Securities and Exchange Commission (the “Commission”) to the withdrawal of the Company’s Registration Statement on Form S-11 (File No.: 333- 214575), initially filed with the Commission on November 10, 2016, as thereafter amended, together with all exhibits thereto (collectively, the “Registration Statement”), effective as of the date hereof or at the earliest practicable date hereafter.
The Registration Statement has not been declared effective by the Commission, and none of the Company’s securities have been sold pursuant to the Registration Statement. The Company is seeking withdrawal of the Registration Statement, as the Company’s marketing efforts in connection with a public offering did not garner sufficient investor interest and the Company no longer has the opportunity to purchase the properties described in the Registration Statement. The Company believes that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act. The Company may undertake a subsequent private offering in reliance on Rule 155(c) of the 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 for future use.
If you have any questions or comments relating to this request for withdrawal, please contact our attorney, Richard M. Morris of Herrick, Feinstein LLP, at (212) 592-1400.
| Very truly yours, | |
| GADSDEN GROWTH PROPERTIES, INC. | |
| /s/ John E. Hartman | |
| John E. Hartman | |
| Chief Executive Officer |