February 6, 2018
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Jeffrey Gabor |
| Re: | Motus GI Holdings, Inc. |
| Registration Statement on Form S-1 | |
| File No. 333-222441 | |
| Acceleration Request |
| Requested Date: | February 8, 2018 | |
| Requested Time: | 4:30 p.m., Eastern Daylight Time |
Ladies and gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Piper Jaffray & Co. hereby joins Motus GI Holdings, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-222441), as amended, to become effective on February 8, 2018, at 4:30 p.m. Eastern Daylight Time, or as soon as practicable thereafter.
Additionally, pursuant to Rule 460 of the Act, we hereby advise you that approximately 550 copies of the Preliminary Prospectus, dated January 31, 2018, were distributed by us from January 31, 2018 through the date hereof to underwriters, institutions, dealers and others.
We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
| Very truly yours, | ||
| Piper Jaffray & Co. | ||
| By: | /s/ Christie L. Christina | |
| Name: | Christie L. Christina | |
| Title: | Managing Director, Piper Jaffray & Co. | |
| cc: | Michael D. Maline, Goodwin Procter LLP |
| Seo Salimi, Goodwin Procter LLP |
