Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
October 19, 2020
VIA EDGAR
Office of Real Estate & Construction
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jonathan Burr
Re: | Rice Acquisition Corp. (the “Company”) |
Registration Statement on Form S-1 (Registration No. 333-249340) |
Dear Mr. Burr:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned hereby joins the request of Rice Acquisition Corp. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on October 21, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Vinson & Elkins LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we wish to advise you that we plan to distribute the Company’s Preliminary Prospectus dated October 15, 2020:
(i) | Number of prospective underwriters to which the preliminary prospectus was furnished: 3 |
(ii) | Number of prospectuses furnished to underwriters, dealers, institutions and others: 650 |
We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature Page Follows]
Very truly yours,
BARCLAYS CAPITAL INC.
By: | /s/ Victoria Hale | ||
Name: Victoria Hale | |||
Title: Authorized Signatory | |||
[Signature Page to Acceleration Request Letter]