Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
April 24, 2015
VIA EDGAR AND
VIA EMAIL
Ms. Loan Lauren P. Nguyen
Special Counsel
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Atlantic Alliance Partnership Corp. |
| Registration Statement on Form S-1 | |
| Filed February 23, 2015, as amended | |
| File No. 333-202235 |
Dear Ms. Nguyen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Atlantic Alliance Partnership Corp. 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. EST on Tuesday, April 28, 2015, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that 400 copies of the Preliminary Prospectus dated April 23, 2015 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
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,
Citigroup Global Markets Inc.
| By: | /s/ Neil Shah | |
| Name: | Neil Shah | |
| Title: | Managing Director |
[Signature Page to Underwriter Acceleration Request]
