A123 Systems, Inc.
200 West Street
Waltham, Massachusetts 02451
July 7, 2011
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn: Joe McCann
Re: |
A123 Systems, Inc. |
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Registration Statement on Form S-1, as amended by Post-Effective Amendments No. 1 and 2 to |
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Form S-1 on Form S-3 (File No. 333-165488) |
Ladies and Gentlemen:
In connection with the conversations between the Staff of the Securities and Exchange Commission (the Commission) and our counsel, Latham & Watkins LLP, A123 Systems, Inc. (the Company) is hereby respectfully requesting withdrawal of the Companys Registration Statement on Form S-1 (File No. 333-165488) initially filed with the Commission on March 15, 2010 under the Securities Act of 1933, as amended (the Securities Act), as amended by Post-Effective Amendments No. 1 and 2 to Form S-1 on Form S-3, filed on December 17, 2010 and February 22, 2011, respectively (together with any exhibits and supplements thereto, the Registration Statement).
The Company confirms that no securities were sold pursuant to the Registration Statement. Since the filing of the Registration Statement, the Companys contractual obligations to maintain the effectiveness of the Registration Statement have expired. Accordingly, pursuant to Rule 477 under the Securities Act, the Company hereby requests that the Commission consent to the withdrawal of the Registration Statement (File No. 333-165488), effective as of the date hereof.
If you require additional information, please telephone either the undersigned at 617-778-5700, or Susan Mazur of Latham & Watkins LLP at 617-948-6034.
Sincerely, |
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/s/ David Prystash |
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David Prystash |
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Chief Financial Officer |
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cc: |
Eric Pyenson, Esq. |
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John Chory, Esq. |
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Susan Mazur, Esq. |
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