GrowGeneration Corp.
503 North Main Street, Suite 740
Pueblo, CO 81003
July 13, 2016
VIA EDGAR
Pamela A. Long
Assistant Director
Office of Manufacturing and Construction
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549-4631
| Re: | GrowGeneration Corp. | |
| Registration Statement on Form S-1 | ||
| File No. 333-207889 | ||
| Acceleration Request | ||
| Requested Date: July 15, 2016 | ||
| Requested Time: 5:15 P.M. Eastern Daylight Time |
Dear Ms. Long,
Pursuant to Rule 461 under the Securities Act of 1933, as amended, GrowGeneration Corp. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-207889) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”).
In connection with the acceleration request, the Company hereby acknowledges that:
| ● | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| ● | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| ● | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Thank you for your attention to this matter.
| Sincerely, | |
| GrowGeneration Corp. | |
| /s/ Darren Lampert | |
| Darren Lampert | |
| Chief Executive Officer |
| cc: | Mitchell Lampert, Esq. |
Robinson + Cole LLP 1055 Washington Boulevard Stamford, CT 06901 |