| ANGELA M. DOWD of Loeb & Loeb LLP 345 Park Avenue New York NY 10154-1895 | Direct 212.407.4097 212.407.4000 646.514.2919 |
Via EDGAR
April 3, 2007
John Reynolds Assistant Director Securities and Exchange Commission 150 F Street, NE Washington, DC 20549 |
|
Re:
Vector Intersect Security Acquisition Corp.
Amendment No. 9 to Form S-1 Registration Statement
File No. 333-127644
Dear Mr. Reynolds:
On behalf of our client, Vector Intersect Security Acquisition Corp., a Delaware corporation (the "Company"), we transmit herewith for filing with the Securities and Exchange Commission (the "Commission") one complete electronic version of Amendment No. 9 ("Amendment No. 9") to the Company's Registration Statement on Form S-1 (No. 333-127644) (the "Registration Statement"), including one complete electronic version of the exhibits filed therewith. By overnight courier, we are transmitting three marked copies of the above referenced filing to reflect revisions from the prior submission.
Amendment No. 9 has been revised to disclose that a pro-rata portion of the proceeds of the private placement held in the Company’s trust account would be included in the amount paid to redeeming stockholders. Amendment No. 9 previously provided that the proceeds of the private placement would not be paid to redeeming stockholders.
The Company hereby acknowledges and undertakes to comply with the requirements of Rules 460 and 461 under the Securities Act with respect to requests for acceleration of effectiveness of the Registration Statement.
Should any member of the Staff have any questions or comments concerning this filing or the materials transmitted herewith, or desire any further information or clarification in respect of Amendment No. 9, please do not hesitate to contact the undersigned at (212) 407-4097 or Giovanni Caruso at (212) 407-4866.
Very truly yours,
/s/ Angela M. Dowd
Angela M. Dowd
of Loeb & Loeb LLP
