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Rocky Mountain Chocolate Factory, Inc.

265 Turner Drive

Durango, Colorado 81303

 

October 7, 2024

 

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549 3720

Attention: Erin Donahue

 

 

Re:

Rocky Mountain Chocolate Factory, Inc.

Registration Statement on Form S-1

File No. 333-281948

 

Acceleration Request

 

Requested Date:          October 9, 2024

Requested Time:         4:00 p.m. Eastern Time, or as soon thereafter as practicable

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rocky Mountain Chocolate Factory, Inc. (the “Company”) hereby requests that its Registration Statement on Form S-1 (File No. 333-281948) (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 of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Amanda Urquiza at (650) 849-3032.

 

 

Sincerely, 

 

 

 

Rocky Mountain Chocolate Factory, Inc. 

   

 

/s/ Jeffrey R. Geygan

 

Jeffrey R. Geygan 

 

Interim Chief Executive Officer 

 

 

 

cc:

Carrie E. Cass, Rocky Mountain Chocolate Factory, Inc.
Douglas K. Schnell, Wilson Sonsini Goodrich & Rosati, P.C.

Amanda N. Urquiza, Wilson Sonsini Goodrich & Rosati, P.C.