United States securities and exchange commission logo





                 May 25, 2022

       Raymond Chang
       Chief Executive Officer
       Agrify Corp
       76 Treble Cove Rd.
       Building 3, Unit 3
       Billerica, MA 01862

                                                        Re: Agrify Corp
                                                            Registration
Statement on Form S-3
                                                            Filed May 20, 2022
                                                            File No. 333-265093

       Dear Mr. Chang:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

              Please contact Michael Davis at 202-551-4385 or Celeste Murphy at
202-551-3257 with
       any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Life Sciences
       cc:                                              Robert A. Petitt