Withdrawal of Registration Statement (rw)
July 10 2019 - 5:01PM
Edgar (US Regulatory)
COFFEE
HOLDING CO., INC.
3475
Victory Boulevard
Staten
Island, New York 10314
July
10, 2019
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Re:
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Coffee
Holding Co., Inc. (the “Company”)
Request to Withdraw Registration Statement on Form S-3
(and all exhibits) (SEC File No. 333-222766)
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Ladies
and Gentlemen:
Pursuant
to Rule 477(a) under the Securities Act of 1933, as amended (the “Securities Act”), the Company 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 the Company’s registration statement on Form S-3 (File No. 333-222766),
filed with the Commission on January 29, 2018 (such registration statement and all exhibits, collectively, the “Registration
Statement”).
The
Company is seeking withdrawal of the Registration Statement because it has determined at this time not to proceed with the transaction
due to market conditions. 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. Please note that the Registration Statement
was not declared effective by the Commission and no securities of the Company were sold pursuant to the Registration Statement.
The
Company respectfully requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited to the Company’s account for future use.
It
is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date
that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission
that this application will not be granted.
If
you have any questions regarding this application for withdrawal, please contact me at 718-832-0800 or our outside counsel, Steven
Skolnick of Lowenstein Sander LLP, at 973-597-2476.
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Very truly yours,
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COFFEE HOLDING CO., INC.
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By:
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/s/
Andrew Gordon
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Andrew
Gordon
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President,
Chief Executive Officer
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