EARLYBIRDCAPITAL, INC.
275 Madison Avenue
New York, New York 10016
July 14, 2014
VIA EDGAR
Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549
Attn: Jerard Gibson, Staff Attorney
| Re: | 1347 Capital Corp. (the "Company") Registration Statement on Form S-1 originally filed May 5, 2014 (File No. 333-195695) ( the "Registration Statement") |
Ladies and Gentlemen:
In accordance with the provisions of Rule 460 under the Securities Act of 1933, the undersigned, as representative of the underwriters of the proposed offering of securities of 1347 Capital Corp., hereby advises that copies of the Preliminary Prospectus, dated June 27, 2014, were distributed on or about July 7, 2014, as follows:
49 to individual investors;
676 to FINRA members (which included 5 prospective underwriters and selected dealers); and
31 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 June 27, 2014, 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: CEO
