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EMAIL: SFeldman@olshanlaw.com
DIRECT DIAL: 212.451.2234
| May 1, 2023 |
VIA EMAIL AND EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attn.: | Erin Donahue, Esq. and Erin Purnell, Esq. Division of Corporation Finance Office of Manufacturing |
| Re: | Imperalis Holding Corp. Registration Statement on Form S-1 (No. 333-267897) |
Ladies and Gentlemen:
On behalf of Imperalis Holding Corp. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced Registration Statement to 4:00 p.m., Eastern time, on Wednesday, May 3, 2023, or as soon as possible thereafter.
Please advise the undersigned of the effectiveness of the Registration Statement.
| Very truly yours, | |
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/s/ Spencer G. Feldman | |
| Spencer G. Feldman |
| cc: | Amos Kohn Henry C.W. Nisser, Esq. |
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IMPERALIS HOLDING CORP.
1421 McCarthy Blvd.
Milpitas, California 95035
| May 1, 2023 |
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attn.: | Erin Donahue, Esq. and Erin Purnell, Esq. Division of Corporation Finance Office of Manufacturing |
| Re: | Imperalis Holding Corp. Registration Statement on Form S-1 (No. 333-267897) |
Ladies and Gentlemen:
Imperalis Holding Corp. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Wednesday, May 3, 2023, or as soon as possible thereafter.
| Very truly yours, | ||
| IMPERALIS HOLDING CORP. | ||
| By: |
/s/ Amos Kohn | |
| Amos Kohn | ||
| Chief Executive Officer | ||