CHANTICLEER HOLDINGS, INC.
7621 Little Avenue, Suite 414
Charlotte, NC 28226
(704) 366-5122
June 5, 2015
VIA EDGAR CORRESPONDENCE
John Stickel
J. Nolan McWilliams, Attorney Advisor
United States Securities Exchange Commission
Washington D.C. 20549
| Re: | Chanticleer Holdings, Inc. | |
| Registration Statement on Form S-3 | ||
| Filed April 27, 2015 and amended June 3, 2015 | ||
| File No. 333-203679 (the “Registration Statement”) |
Dear Messrs. Stickel and McWilliams:
Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), hereby requests that the effective date of the above referenced Registration Statement be accelerated so that it will become effective at 4:00 p.m., Eastern time, on Tuesday, June 9, 2015, or as soon thereafter as practicable.
The Company acknowledges that:
| ● | should the Securities and Exchange Commission (“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 | |
| ● | the Company 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,
| CHANTICLEER HOLDINGS, INC., | ||
| a Delaware corporation | ||
| /s/ Michael D. Pruitt | ||
| By: | Michael D. Pruitt | |
| Its: | Chief Executive Officer and Chairman | |