Withdrawal of Registration Statement (rw)
December 12 2018 - 6:04AM
Edgar (US Regulatory)
InterCloud
Systems, Inc.
1030 Broad Street, Suite 102
Shrewsbury, New Jersey 07702
VIA EDGAR
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
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InterCloud
Systems, Inc.
Registration
Statement on Form S-1
File No. 333-220812
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Ladies and Gentlemen:
In accordance with Rule 477 under the Securities
Act of 1933, as amended (the “Securities Act”), InterCloud Systems, Inc., a Delaware corporation (the “Company”),
hereby respectfully requests the withdrawal of its Registration Statement on Form S-1 (Reg. No. 333-220812), together with all
exhibits thereto (collectively, the “Registration Statement”), which originally was filed with the Securities and Exchange
Commission (the “Commission”) on October 4, 2017. The Registration Statement has not been declared effective by the
Commission, and no securities have been sold thereunder. Therefore, 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.
Should you have any questions regarding this
matter or need any additional information, please contact the Company’s legal counsel, Ali Panjwani of Pryor Cashman LLP,
at (212) 326-0820.
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Very truly yours,
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/s/ Daniel Sullivan
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Daniel Sullivan
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Chief Accounting Officer
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