Withdrawal of Registration Statement (rw)
December 29 2020 - 3:38PM
Edgar (US Regulatory)
December 29, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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B2Digital, Incorporated – Withdrawal of Registration Statement on Form S-1 (Registration No. 333-249795)
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Ladies and Gentlemen:
Pursuant to Rule 477
of the Securities Act of 1933, as amended (the “Securities Act”), B2Digital, Incorporated, a Delaware corporation
(the “Company”), respectfully requests the withdrawal of its Registration Statement on Form S-1 (File No. 333-249795),
together with all amendments and exhibits thereto (collectively, the “Registration Statement”), filed with the
Securities and Exchange Commission (the “Commission”) on November 2, 2020, with such request to be approved
effective as of the date hereof. The Registration Statement was not declared effective by the Commission and no securities have
been sold or issued thereunder.
The Registration Statement
registered the resales of shares of the Company’s common stock to be issued to Triton Funds, LP (“Triton”)
pursuant to the Common Purchase Agreement (the “CSPA”) dated October 21, 2020 and warrants issued to Triton.
The Company has decided to withdraw the Registration Statement at this time due to its Common Stock being quoted on OTC Pink and
the Company believes that the 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 Company requests
that in accordance with Rule 457(p) of the Securities Act that all fees paid to the Commission in connection with the filing of
the Registration Statement be credited to the Company for future use.
We appreciate your
assistance, and should you need any additional information, please feel free to contact our outside counsel, Brian Higley of Business
Legal Advisors, LLC at (801) 634-1984.
Very truly yours,
/s/ Greg P. Bell
Name: Greg P. Bell
Title: Chief Executive Officer
B2Digital, Incorporated
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cc:
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Brian Higley (Business Legal Advisors, LLC)
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