onfo-accelerationrequestu
EF Hutton,
Division of Benchmark Investments, LLC
590 Madison Avenue
39th Floor
New York, New York 10022
August
23, 2022
Securities
and Exchange Commission
Division
of Corporation Finance
100 F
Street, N.E.
Washington,
D.C. 20549
Re:
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Onfolio
Holdings Inc.
Registration
Statement on Form S-1
File
No. 333-264191
REQUEST FOR ACCELERATION OF EFFECTIVENESS
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Ladies
and Gentlemen:
Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act
of 1933, as amended (the “Securities Act”), EF Hutton,
Division of Benchmark Investments, LLC (“EF Hutton”),
as representative of the underwriters of the offering, hereby joins
the request of Onfolio Holdings Inc. that the effective date of the
above-referenced Registration Statement on Form S-1 be accelerated
so that it may become effective at 5:30 p.m., Eastern Daylight
Time, on Thursday, August 25, 2022, or as soon thereafter as
practicable.
Pursuant to Rule
460 of the General Rules and Regulations of the Securities and
Exchange Commission under the Securities Act, we wish to advise you
that approximately 350 copies of the preliminary prospectus dated
April 7, 2022, have been distributed to prospective underwriters
and dealers, institutional investors, retail investors and
others.
The
undersigned confirms that it has complied with and will continue to
comply with, and it has been informed or will be informed by
participating dealers that they have complied with or will comply
with, Rule 15c2-8 promulgated under the Securities Exchange Act of
1934, as amended, in connection with the above-referenced
issue.
Best
Regards,
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EF
Hutton,
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Division of
Benchmark Investments LLC
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By:
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/s/ Sam Fleischman
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Sam
Fleischman
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Supervisory
Principal
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