Form RW - Registration Withdrawal Request
August 21 2023 - 4:20PM
Edgar (US Regulatory)
Franchise Group, Inc.
109 Innovation Court, Suite J
Delaware, OH 43015
(740) 363-2222
August 21, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Franchise Group, Inc. — Form S-3 (File No. 333-257430)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended,
Franchise Group, Inc., a Delaware corporation (the “Registrant”), hereby requests that the above captioned Registration Statement
(the “Registration Statement”) be withdrawn as of the date hereof or as soon thereafter as practicable. Pursuant to the closing
of the transactions contemplated by that certain Agreement and Plan of Merger dated as of May 10, 2023, by and among Freedom
VCM, Inc., a Delaware corporation (“Parent”) and Freedom VCM Subco, Inc., a Delaware corporation and wholly owned subsidiary
of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”),
with the Registrant continuing its existence as the surviving corporation and a wholly owned subsidiary of Parent following the Merger.
The Registrant believes the withdrawal to be consistent with the public interest and the protection of investors. The Registrant confirms
that no securities have been sold pursuant to the Registration Statement.
Should you have any questions regarding this matter, please contact
Eric Seeton at (740) 363-2222.
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Sincerely yours, |
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FRANCHISE GROUP, INC. |
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By: |
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/s/ Eric Seeton |
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Eric Seeton |
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Chief Financial Officer |
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