0001144204-11-036007.txt : 20110810 0001144204-11-036007.hdr.sgml : 20110810 20110616081120 ACCESSION NUMBER: 0001144204-11-036007 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Trio Merger Corp. CENTRAL INDEX KEY: 0001514732 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 274867100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-319-7676 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 CORRESP 1 filename1.htm

TRIO MERGER CORP.
777 Third Avenue, 37th Floor
New York, New York 10017

June 16, 2011

VIA EDGAR AND TELECOPY (202) 772-9206

Mr. Larry Spirgel
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

 
RE:
Trio Merger Corp. (the "Company")
 
 
Registration Statement on Form S-1 originally filed March 14, 2011
 
 
(File No. 333-172836) ( the "Registration Statement")

Dear Mr. Spirgel:

The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 2:00 P.M., Monday, June 20, 2011, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

(1)           Should the 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;

(2)           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

(3)           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 law of the United States.

Very truly yours,
 
TRIO MERGER CORP.
   
By:
/s/ David D. Sgro
 
Name: David D. Sgro
 
Title: Chief Financial Officer

 
 
 

EARLYBIRDCAPITAL, INC.
275 Madison Avenue
New York, New York 10016

June 16, 2011
 
VIA EDGAR AND TELECOPY – (202) 772-9206

Mr. Larry Spirgel
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

RE:        Trio Merger Corp. (the "Company")
Registration Statement on Form S-1 originally filed March 14, 2011
(File No. 333-172836) ( the "Registration Statement")
 
Ladies and Gentlemen:
 
In accordance with the provisions of Rule 460 under the Securities Act of 1933, the undersigned, as the representative of the underwriters of the proposed offering of securities of Trio Merger Corp., hereby advises that copies of the Preliminary Prospectus, dated May 23, 2011, were distributed on or about May 23, 2011, as follows:

50 to individual investors;

654 to FINRA members (which included 654 prospective underwriters and selected dealers); and

    80 to institutions.

The undersigned has been informed by the participating dealers that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus, dated May 23, 2011, have been distributed to all persons to whom it is expected that confirmations of sale will be sent; and we have likewise so distributed copies to all customers of ours.  We have adequate equity to underwrite a “firm commitment” offering.

Very truly yours,
 
EARLYBIRDCAPITAL, INC.
 
By:
/s/ Steven Levine
 
Name: Steven Levine
 
Title: Managing Director
 
 
 
 
 
EARLYBIRDCAPITAL, INC.
275 Madison Avenue
New York, New York 10016

June 16, 2011
 
VIA EDGAR AND TELECOPY – (202) 772-9206

Mr. Larry Spirgel
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

 
RE:
Trio Merger Corp. (the "Company")
 
 
Registration Statement on Form S-1 originally filed March 14, 2011
 
 
(File No. 333-172836) ( the "Registration Statement")

Dear Mr. Spirgel:

In connection with the Registration Statement on Form S-1 of Trio Merger Corp., the undersigned, which is acting as the representative of the underwriters of the offering, hereby requests acceleration of the effective date and time of the Registration Statement to 2:00 P.M., Monday, June 20, 2011 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933.

   
Very truly yours,
     
   
EARLYBIRDCAPITAL, INC.
     
 
By:
/s/ Steven Levine
   
Name: Steven Levine
   
Title: Managing Director