Roth Capital Partners, LLC
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
July 28, 2020
VIA EDGAR CORRESPONDENCE
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U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Joshua Samples |
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| Re: | Fathom Holdings, Inc. File No. 333-235972 |
Dear Mr. Samples:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the undersigned underwriter, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement on Form S-1 (the “Registration Statement”) to become effective at 5:00 p.m., Eastern time, on Thursday, July 30, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated as of the date hereof to dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
We have complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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Very truly yours,
ROTH CAPITAL PARTNERS, LLC
By: /s/ Aaron M. Gurewitz_________________
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| cc: | M. Ali Panjwani, Esq. |
Pryor Cashman LLP