AETHER HOLDINGS, INC.
110 CHARLTON STREET, UNIT RET B
NEW YORK, NEW YORK 10014
TELEPHONE: (347) 726-8898
June 3, 2026
Via EDGAR Transmission
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street N.E.
Washington, D.C. 20549
| Re: |
Aether Holdings, Inc. |
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Withdrawal of Registration Statement on Form S-1 |
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File No. 333-288788 |
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), Aether Holdings, Inc. (the “Company”) hereby
respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the
Company’s registration statement on Form S-1 (File No. 333-288788), together with the exhibits and amendments thereto, which was
initially filed with the Commission on July 18, 2025 (the “Registration Statement”), as of the date hereof or at the earliest
practicable date hereafter.
The Company has determined not
to pursue, at this time, the public offering to which the Registration Statement relates. The Registration Statement has not been declared
effective by the Commission and no securities have been issued or sold under the Registration Statement. Accordingly, withdrawal of the
Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule
477.
The Company acknowledges that
no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Company
respectfully requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with
the filing of the Registration Statement be credited to the Company’s account to be offset against the filing fee for any future
registration statement or registration statements.
If you have questions regarding
this request, please contact the Company’s legal counsel, William N. Haddad of Venable LLP at (212) 503-9812 or Arif Soto of Venable
LLP at (212) 503-0874.
| Very truly yours, |
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| AETHER HOLDINGS, INC. |
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| By: |
/s/ Nicolas Lin |
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Nicolas Lin |
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Chief Executive Officer |
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| cc: |
William N. Haddad, Venable LLP |
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Arif Soto, Venable LLP |
