PETROSHARE CORP.
7200 S. Alton Way, Suite B-220
Centennial, Colorado 80112
November 29, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention:
H. Roger Schwall, Assistant Director
Anuja A. Majmudar, Attorney-Advisor
Re:
PetroShare Corp.
Withdrawal of Registration Statement on Form S-1
(File No. 333-213113)
Dear Ms. Majmudar:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), PetroShare Corp. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (File No. 333-213113), together with all exhibits thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on August 12, 2016, and subsequently amended on October 21, 2016, October 28, 2016, October 31, 2016, and November 9, 2016. The Registration Statement was not declared effective by the Commission under the Securities Act.
The Registrant has determined not to pursue the public offering to which the Registration Statement relates at this time due to market conditions and requests that the Commission consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) of the Securities Act.
The Registrant confirms that no securities have been sold pursuant to the Registration Statement. Pursuant to Rule 477(c) of the Securities Act, the Registrant advises the Commission that it may, upon consideration of its financing and strategic options, in reliance on Rule 155(c) promulgated under the Securities Act, undertake a subsequent private offering.
The Registrant acknowledges that no refund will be made for fees paid to the Commission in connection with filing of the Registration Statement. However, the Registrant 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.
Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned at PetroShare Corp., 7200 S. Alton Way, Suite B-220, Centennial, Colorado 80112, facsimile number (303) 770-6885, with a copy to the Registrant’s counsel, Polsinelli PC, Attn: David J. Babiarz, 1515 Wynkoop Street, Suite 600, Denver, Colorado 80202, facsimile number (720) 228-2296.