Withdrawal of Registration Statement (rw)
August 14 2019 - 4:21PM
Edgar (US Regulatory)
Helix TCS, Inc.
10200 E. Girard Avenue, Suite B420
Denver, CO 80231
(720) 328-5372
August 14, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attention: Gregory Dundas
Re:
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Helix TCS, Inc.
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Withdrawal of Registration Statement on Form S-1
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Filed
on May 31, 2019
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File No. 333-231844
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Ladies and Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the
“
Securities Act
”), Helix TCS, Inc. (the “
Company
”) hereby requests that the
above-captioned Registration Statement on Form S-1 together with all amendments and exhibits thereto (File No. 333-231844), initially
filed with the Securities and Exchange Commission (the “
Commission
”) on May 31, 2019 (the “
Registration
Statement
”), be withdrawn effective immediately.
The Company is seeking withdrawal of the Registration Statement
because it has determined not to seek a public offering at this time. The Registration Statement has not been declared effective
by the Commission and the Company confirms that no securities were issued or sold pursuant to the Registration Statement. Based
on the foregoing, the Company submits that the withdrawal of the Registration Statement is consistent with the public interest
and the protection of investors. Pursuant to Rule 477(c) under the Securities Act, the Company advises the Commission that it may
undertake a subsequent private offering in reliance on Rule 155(c) promulgated under the Securities Act.
Accordingly, the Company requests that the Commission issue an order
granting the withdrawal of the Registration Statement (the “
Order
”) effective as of the date hereof or
at the earliest practicable date hereafter. Please provide a copy of the Order to the Company’s counsel W. David Mannheim
of Nelson Mullins Riley & Scarborough LLP via email at david.mannheim@nelsonmullins.com or via facsimile at (919) 329-3799.
Pursuant to Rule 477(b) of the Securities Act, the Company understands that this request for withdrawal of the Registration Statement
will be deemed granted as of the date hereof unless the Company receives notice from the Commission within 15 days of the date
hereof that such request will not be granted.
In accordance with Rule 457(p) of the Securities Act, the Company
requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future
use.
If you have any questions regarding this withdrawal or if you require
any additional information, please contact W. David Mannheim at (919) 329-3804. Thank you for your assistance.
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Very truly yours,
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Helix TCS, Inc.
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By:
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/s/ Zachary Venegas
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Zachary Venegas
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Chief Executive Officer
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cc:
W. David Mannheim
Nelson Mullins Riley & Scarborough LLP