June 14, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of
Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Emily C. Drazan |
Re: | YOU On Demand Holdings, Inc. |
Registration Statement on Form S-3 | |
File No. 333- 205042 |
Acceleration Request | ||
Requested Date: | Wednesday, June 15, 2016 | |
Requested Time: | 4:00 p.m., Eastern Time |
Ladies and gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the Registrant) hereby requests that the Securities and Exchange Commission (the Commission) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-205042) (the Registration Statement) to become effective on June 15, 2016, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the Staff). The Registrant hereby authorizes William Haddad of Cooley LLP, counsel to the Registrant, to make such request on its behalf.
Once the Registration Statement has been declared effective, please orally confirm that event with William Haddad of Cooley LLP, counsel to the Registrant, at (212) 479-6720, or in his absence, Malin Delling at (310) 883-6412.
In connection with this request, the Registrant acknowledges that:
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Very truly yours,
YOU On
Demand Holdings, Inc.
By: /s/
Mei
Chen
Name: Mei Chen
Title: Chief Financial Officer