November 2, 2021
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3628
| Attention: | Mr. Sergio Chinos |
Mr. Perry Hindin
Ms. Beverly Singleton
Mr. Mark Rakip
| Re: | The Real Good Food Company, Inc. |
Registration Statement on Form S-1
File No. 333-260204
| Acceleration Request | ||
| Requested Date: | November 4, 2021 | |
| Requested Time: | 4:00 PM, Eastern Time |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Jefferies LLC and William Blair & Company, L.L.C., as representatives of the several underwriters, hereby join The Real Good Food Company, Inc. (the “Company”) in requesting that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-260204) (as amended, the “Registration Statement”) to become effective on November 4, 2021, at 4:00 PM, Eastern Time, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Commission.
Pursuant to Rule 460 under the Act, please be advised that the underwriters have distributed approximately 813 copies of the Preliminary Prospectus dated October 28, 2021, through the date hereof, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, as representative of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
Signature Page Follows.
| Very truly yours,
JEFFERIES LLC WILLIAM BLAIR & COMPANY, L.L.C. | ||
| As representatives of the several underwriters listed in Schedule A to the Underwriting Agreement | ||
|
JEFFERIES LLC | ||
| By: |
/s/ Mike Bauer | |
| Name: Mike Bauer | ||
| Title: Managing Director | ||
| WILLIAM BLAIR & COMPANY, L.L.C. | ||
| By: |
/s/ Ben Riback | |
| Name: Ben Riback | ||
| Title: Managing Director | ||
cc:
The Real Good Food Company, Inc.
Gerard G. Law, Chief Executive Officer
Bryan Freeman, Executive Chairman
Akshay Jagdale, Chief Financial Officer
Stradling Yocca Carlson & Rauth, P.C.
Ryan C. Wilkins, Esq.
Kyle R. Leingang, Esq.
V. Paige Smith, Esq.
Goodwin Procter LLP
Bradley C. Weber, Esq.
Erica D. Kassman, Esq.
Signature Page to Underwriter Acceleration Request