June 14, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | BranchOut Food, Inc. |
| Registration Statement on Form S-1, as amended | |
| File No. 333-271422 | |
| Withdrawal of Acceleration Request | |
| Resubmission of Acceleration Request |
Ladies and Gentlemen:
Reference is made to our letter, filed as correspondence via EDGAR on June 9, 2023, in which we requested the acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “Registration Statement”), for June 13, 2023, at 5:00 p.m. Eastern Time, or as soon as thereafter possible in accordance with Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”).
Withdrawal of Acceleration Request
We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.
Resubmission of Acceleration Request
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act, Alexander Capital, L.P., as the representative of the several underwriters, hereby joins in the request of BranchOut Food, Inc. for acceleration of the effective date of the above-referenced Registration Statement, so that it becomes effective as of 5:00 p.m. Eastern Time on Thursday, June 15, 2023, or as soon thereafter as possible.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities Act, we wish to advise you that we have distributed approximately 400 copies of the preliminary prospectus to prospective underwriters, institutional investors, dealers and others.
The undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Please direct any questions or comments concerning this request to Charles E. Chambers, Jr. of Sullivan & Worcester LLP, counsel to Alexander Capital, L.P., at +1 (617) 338-2840.
[Signature Page to Follow]
| Very truly yours, | ||
| ALEXANDER CAPITAL L.P. | ||
| on behalf of itself and as representative of the Underwriters | ||
| By: | /s/ Jonathan Gazdak | |
| Name: | Jonathan Gazdak | |
| Title: | Managing Director | |
[Signature Page to Withdrawal and Resubmission of Acceleration Request]
