0001104659-22-050333.txt : 20220426 0001104659-22-050333.hdr.sgml : 20220426 20220426161022 ACCESSION NUMBER: 0001104659-22-050333 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220426 DATE AS OF CHANGE: 20220426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Graf Acquisition Corp. II CENTRAL INDEX KEY: 0001817712 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-253104 FILM NUMBER: 22854405 BUSINESS ADDRESS: STREET 1: 1790 HUGHES LANDING BLVD. STREET 2: SUITE 400 CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: (310) 745-8669 MAIL ADDRESS: STREET 1: 1790 HUGHES LANDING BLVD. STREET 2: SUITE 400 CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Graf Industrial Corp. II DATE OF NAME CHANGE: 20200710 RW 1 tm2025124d13_rw.htm RW

GRAF ACQUISITION CORP. II
1790 Hughes Landing Boulevard
The Woodlands, Texas 77380

 

April 26, 2022

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 

Re: Graf Acquisition Corp. II
Request to Withdraw Registration Statement on Form S-1
File No. 333-253104

 

Ladies and Gentlemen:

 

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Graf Acquisition Corp. II, a Delaware corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of the Company's Registration Statement on Form S-1 together with all exhibits and amendments thereto (collectively, the “Registration Statement”). The Registration Statement was originally filed with the Commission on February 12, 2021.

 

The Registration Statement has not been declared effective by the Commission, and no securities were sold or will be sold under the Registration Statement. The Company is seeking withdrawal of the Registration Statement because it is not currently pursuing a public offering of securities. Therefore, withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477 under the Securities Act.

 

The Company requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.

 

We would be grateful if you could please send copies of the written order granting withdrawal of the Registration Statement to James A. Graf, Chief Executive Officer, Graf Acquisition Corp. II, at the above-mentioned address, with a copy to Elliott Smith, White & Case LLP, 1221 Avenue of the Americas, New York, New York 10020.

 

Please do not hesitate to contact Elliott Smith at (212) 819-7644 if you have any questions regarding the foregoing or if we can provide any additional information.

 

 

 

 

 

 

  Very truly yours,
     
  GRAF ACQUISITION CORP. II
     
  By:  /s/ James A. Graf
  Name: James A. Graf
  Title: Chief Executive Officer
     
  cc: Elliott Smith
  White & Case LLP
  1221 Avenue of the Americas
  New York, New York 10020