June 16, 2021
VIA EDGAR AND UPS
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3233
100 F Street, NE
Washington, D.C. 20549
Attn: Katherine Bagley, Staff Attorney, Office of Trade & Services
| Re: | FAT Brands Inc. |
| Registration Statement on Form S-3 | |
| File No. 333-256342 | |
| Request for Acceleration of Effectiveness |
Dear Ms. Bagley:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, FAT Brands Inc., a Delaware corporation (the “Registrant”), hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (as amended, the “Registration Statement”), so that it may become effective at 4:00 p.m., Eastern time, on June 18, 2021, or as soon thereafter as practicable.
The Registrant understands that the staff of the U.S. Securities and Exchange Commission will consider this request for acceleration of the effective date of the Registration Statement as confirmation by the Registrant of its awareness of its responsibilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the registered securities covered by the Registration Statement.
If you have any questions regarding the foregoing, please contact our counsel, Mark J. Kelson of Greenberg Traurig, LLP at (310) 586-3856. In addition, it would be greatly appreciated if you could please call Mr. Kelson to notify him when the Registration Statement has been declared effective.
| Sincerely, | ||
| FAT Brands Inc. | ||
| By: | /s/ Andrew A. Wiederhorn | |
| Andrew A. Wiederhorn | ||
| Chief Executive Officer | ||
| cc: | Mark J. Kelson, Esq., Greenberg Traurig, LLP |
| William Wong, Esq., Greenberg Traurig, LLP |