Withdrawal of Registration Statement (rw)
March 08 2019 - 3:08PM
Edgar (US Regulatory)
AMMO,
INC.
7681
E. Gray Road
Scottsdale,
AZ 85260
March
8, 2019
VIA
EDGAR AND OVERNIGHT COURIER
Securities
and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
|
Amanda
Ravitz, Assistant Director
|
|
Division
of Corporation Finance
|
|
Re:
|
AMMO,
Inc.
|
|
|
Withdrawal
of Registration Statement on Form S-3
|
|
|
Filed
on January 17, 2019
|
|
|
File
No. 333-229282
|
Ladies
and Gentlemen:
On
behalf of AMMO, Inc., a Delaware corporation (“
Company
”), we hereby request, pursuant to Rule 477 of
the Securities Act of 1933, as amended (“
Securities Act
”), that the Registration Statement on Form S-3,
together with all exhibits thereto (File No. 333-229282), as initially filed with the Securities and Exchange Commission (“
Commission
”)
on January 17, 2019, (“
Registration Statement
”) be withdrawn effective immediately. The Company is seeking
withdrawal of the Registration Statement because the Company does not qualify for use of the S-3 registration format. The Registration
Statement has not been declared effective and none of the Company’s securities have been sold pursuant to the Registration
Statement.
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.
Accordingly,
we request that the Commission issue an order granting the withdrawal of the Registration Statement (“
Order
”)
effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to Jon S. Cohen,
Esq. of Snell & Wilmer L.L.P via email at jcohen@swlaw.com.
The
Company also advises the Commission pursuant to Rule 477(c) of the Securities Act that it may undertake a subsequent private offering
in reliance on Rule 155(c) under the Securities Act.
|
Very
truly yours,
|
|
|
|
/s/ Fred W. Wagenhals
|
|
Fred
W. Wagenhals
|
|
Chief
Executive Officer
|
cc:
|
Jon
S. Cohen
|
|
Snell
& Wilmer L.L.P
|