Turning Point Brands, Inc.
5201 Interchange Way
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street N.E.
Washington, D.C. 20549
| Re: |
Turning Point Brands, Inc.
|
Request for Withdrawal of Registration Statement on Form S-3 (File No.
333-273778)
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “
Securities Act”), Turning Point Brands, Inc. (the “
Company”) hereby requests that the U.S. Securities and Exchange Commission (the “
Commission”) consent to the withdrawal of
the Company’s registration statement on Form
S-3 (File No.
333-273778), together with the exhibits thereto, which was filed on
August 7, 2023 (the “
Registration Statement”), as of the date hereof or at the earliest practicable date
hereafter.
The Company is requesting withdrawal of the Registration Statement as
the Company is not currently eligible to use Form S-3. The Registration Statement was never declared effective and no securities have been sold under the Registration
Statement. Accordingly,
the Company respectfully requests that the Commission consent to the withdrawal of
the Company’s Registration Statement so that it can refile the Registration Statement on Form S-3 as soon as it is eligible to use Form S-3.
The Company respectfully requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to
the Company’s account to be offset
against the filing fee for any future registration statement or registration statements.
If you have questions regarding this request, please contact
the Company’s legal counsel, Brett D. Nadritch of Milbank LLP, at (
212) 530-5301.
|
Title: |
General Counsel of Turning Point Brands, Inc.
|
| cc: |
Graham A. Purdy (Chief Executive Officer, Turning Point Brands, Inc.)
|
Brett D. Nadritch (Milbank LLP)
