RW 1 d447862drw.htm FORM RW Form RW


November 30, 2012


Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549


Attn: Pamela A. Long, Assistant Director

Erin Jaskot, Staff Attorney


  Re: Fulcrum BioEnergy, Inc.

Registration Statement on Form S-1 (File No. 333-176958)

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Fulcrum BioEnergy, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the immediate withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-176958) together with all exhibits and amendments thereto, which was initially filed on September 22, 2011 (collectively, the “Registration Statement”).

In light of current market conditions, the Company has determined not to proceed with the initial public offering contemplated by the Registration Statement. The Registration Statement has not been declared effective by the Commission, and the Company confirms that no securities were sold in connection with the offering described in the Registration Statement.

Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement (the “Order”) effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to the undersigned via email at or via facsimile at (925) 730-0157, with a copy to Karen Dempsey of Orrick, Herrington & Sutcliffe LLP, via email at or via facsimile at (415) 773-5759.

The Company also advises the Commission pursuant to Rule 477(c) under the Securities Act that it may undertake a subsequent private offering in reliance on Rule 155(c) under the Securities Act.

Securities and Exchange Commission

November 30, 2012

Page 2


If you have any questions regarding this application, please contact Karen Dempsey of Orrick, Herrington & Sutcliffe LLP by telephone at (415) 773-4140. Thank you for your attention to this matter.



/s/ Eric N. Pryor

  Eric N. Pryor
  Vice President and Chief Financial Officer


cc: Karen Dempsey, Orrick, Herrington & Sutcliffe LLP