BNB Plus Corp
25 Health Sciences Drive
Stony Brook, NY 11790
October 1, 2026
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington D.C. 20549
Request
for Withdrawal of Registration Statement on Form S-1
File
No. 333-298025
Ladies and Gentlemen:
On August 5, 2026, BNB Plus Corp (the
“Company”) initially filed the Registration Statement on Form S-1 (File No. 333-298025) (together with the exhibits, the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”).
Pursuant to Rule 477 promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Commission consent to
the withdrawal of the Registration Statement effective as of the date hereof. The Company is seeking withdrawal of the Registration Statement
because it no longer has a contractual obligation to register for resale shares of its common stock pursuant to the Registration Rights
Agreement, dated May 26, 2026, as amended on June 23, 2026 and as further amended on September 28, 2026 (the “Registration Rights
Agreement”) and does not intend to register for resale such shares unless and until holders of certain of the Company’s securities
demand resale registration pursuant to the Registration Rights Agreement. The Registration Statement has not been declared effective by
the Commission, and no securities have been issued or sold under the Registration Statement. Based on the foregoing, the Company believes
that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated
by Rule 477(a).
It is the Company’s understanding
that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission
unless, within fifteen calendar days after such date, the Company receives notice from the Commission that this application will not be
granted.
Should you have any questions regarding
the foregoing application for withdrawal of the Registration Statement or if withdrawal will not be granted, please contact Alex McClean
of Harter Secrest & Emery LLP at (585) 231-1248. We thank you in advance for your prompt consideration.
| Sincerely, |
| |
| BNB Plus Corp. |
| |
| By: /s/ Clay
Shorrock_______________ |
| Clay Shorrock |
| Chief Executive Officer |
