CORRESP 1 filename1.htm

  

 

Chardan Capital Markets, LLC

17 State Street, 16th Floor

New York, NY 10004

 

July 26, 2018

 

VIA EDGAR


United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

 

Re:Safe-T Group Ltd.

Registration Statement on Form F-1

Filed July 26, 2018, as amended

File No. 333-226074

 

Ladies and Gentlemen:

 

In connection with the above-referenced Registration Statement on Form F-1 (the “Registration Statement”), and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), as the underwriters in the offering of American Depositary Shares (“ADSs”), each representing 20 ordinary shares, and warrants to purchase ADSs of Safe-T Group Ltd. (the “Company”), pursuant to such Registration Statement (the “Offering”), we hereby join the Company in requesting that the effective date for such Registration Statement be accelerated so that it will be declared effective at 5:00 p.m., Eastern Time, on July 30, 2018, or as soon thereafter as practicable.  

 

Please be advised that during the period from July 26, 2018 to the date of this letter, the preliminary prospectus, dated July 26, 2018 (the “Preliminary Prospectus”), in connection with the Registration Statement were distributed approximately as follows:

 

   
Copies to underwriters: 0
Copies to prospective dealers:   13
Copies to prospective institutional investors:   50
Copies to prospective retail investors:   0
Total 63

 

Copies of the Preliminary Prospectus were available to anyone requesting the same at the offices of the underwriters.

 

 

 

 

 

We confirm that the underwriters participating in the Offering have complied with, and will continue to comply with, the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.

 

     
  Very truly yours,
     
     
  Chardan Capital Markets, LLC
     
     
  By:    /s/ Shai Gerson
    Name: Shai Gerson
    Title:   Partner and Managing Director of Capital Markets