Massimo Group — Regulatory Filings 2024

Feb 7, 2024

CORRESP 1 filename1.htm

Roth Capital Partners, LLC

888 San Clemente Drive, Suite 400

Newport Beach, CA 92660

February 8, 2024

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:
Registration
Statement on Form S-1
File
No. 333-276095

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the 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 Monday, February 12, 2024, 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 February 7, 2024 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as underwriter, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

| Very
truly yours, | |
| --- | --- |
| ROTH
CAPITAL PARTNERS, LLC | |
| By: | /s/
Aaron M. Gurewitz |
| | Aaron
M. Gurewitz |
| | President |

cc:
Pryor
Cashman LLP

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