CORRESP 1 filename1.htm Unassociated Document


November 16, 2011




VIA EDGAR

U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn: Mr. Evan Jacobson, Attorney-Advisor


 
Re: 
MGT Capital Investments, Inc.
Registration Statement on Form S-1
Filed October 3, 2011
File No. 333-177150


Dear Mr. Jacobson:

MGT Capital Investments, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m., November 21, 2011 or as soon thereafter as practicable.

In connection with our request, we acknowledge the following:

 
·
Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 
·
The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
 
 
 
 
 

 
United States Securities and Exchange Commission
November 16, 2011
Page 2

 
 
·
The Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal laws of the United States.

Thank you in advance for your attention to this matter.


 
Very truly yours,
 
       
 
MGT CAPITAL INVESTMENTS, INC.
 
       
 
By:
/s/ Robert Ladd
 
 
Name:
Robert Ladd
 
 
Title:
Interim Chief Executive Officer