January 4, 2022
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Michael Davis and Mr. James Lopez
Re: | C5 Acquisition Corporation |
Registration Statement on Form S-1
Filed November 19, 2021
File No. 333-261249
Dear Mr. Davis and Mr. Lopez:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Act), the undersigned hereby join in the request of C5 Acquisition Corporation that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on January 6, 2022, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
Very truly yours, | ||||
CANTOR FITZGERALD & CO. | ||||
By: | /s/ DAVID BATALION | |||
Name: | David Batalion | |||
Title: | Managing Director, Investment Banking | |||
MOELIS & COMPANY LLC | ||||
By: | /s/ STEVEN HALPERIN | |||
Name: | Steven Halperin | |||
Title: | Managing Director |
[Signature Page to UW Acceleration Request]