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") |
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 |
