January 22, 2021

 

VIA EDGAR

 

Mitchell Austin

Division of Corporation Finance

Office of Trade & Services

U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 

 

  Re: Crown Electrokinetics Corp. (the “Company”)
   

Registration Statement on Form S-1

File No. 333-249833

Dear Mr. Austin:

 

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the several underwriters for the Company’s proposed public offering, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, January 25, 2021 or as soon thereafter as practicable.

 

Pursuant to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution.

  

By: ROTH CAPITAL PARTNERS, LLC  
       
  By:    /s/ Aaron Gurewitz  
  Name: Aaron Gurewitz  
  Title: Head of Equity Capital Markets