Withdrawal of Registration Statement (ammendment) (aw)
April 25 2018 - 11:27AM
Edgar (US Regulatory)
Pareteum Corporation
1185
Avenue of the Americas, 37
th
Floor
New
York, NY 10036
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Post-Effective Amendment No.
1 to Registration Statement on Form S-8
Filed on April 13, 2018 (File
No. 333-218715)
Ladies and Gentlemen:
Pursuant to Rule 477
promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Pareteum Corp. (the “Company”)
hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the immediate
withdrawal of the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (File No. 333-218715) together
with all exhibits and amendments thereto, which was filed on April 13, 2018 (the “Registration Statement”).
The Company is seeking
withdrawal of the Registration Statement because it was incorrectly “tagged” in the EDGAR system. The Company intends
to immediately refile the Registration Statement with the correct tagging. The Registration Statement has not been declared effective
by the Commission, and the Company confirms that no securities were sold in connection with the offering described in the Registration
Statement.
Accordingly, we request
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 undersigned via email
at
ted.odonnell@pareteum.com
with a copy to Darrin M. Ocasio, Esq. of Sichenzia Ross Ference Kesner LLP, via email
at
dmocasio@srfkllp.com
.
In accordance with
Rule 457(p) under the Securities Act, the Company also requests 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.
Should you have any questions, please contact
Darrin M. Ocasio at (212) 930-9700.
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PARETEUM CORP.
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By:
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/s/ Edward O’Donnell
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Name: Edward O’Donnell
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Title: Chief Financial Officer
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Sichenzia Ross Ference Kesner LLP
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