Matlin & Partners Acquisition Corporation
585 Weed Street
New Canaan, CT 06840
| March 7, 2017 |
VIA EDGAR
Mara L. Ransom
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Matlin & Partners Acquisition Corporation | |
| Registration Statement on Form S-1 | ||
| Filed February 15, 2017, as amended | ||
| File No. 333-216076 |
Dear Ms. Ransom:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Matlin & Partners Acquisition Corporation (the “Registrant”) hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Thursday, March 9, 2017, or as soon as thereafter practicable.
Please note that we acknowledge the following:
| · | should the Securities and Exchange Commission (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; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Registrant 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 laws of the United States. |
| Very truly yours, | ||
| /s/ David J. Matlin | ||
| David J. Matlin | ||
| Chief Executive Officer |
| cc: | Ellenoff Grossman & Schole LLP |
| Freshfields Bruckhaus Deringer US LLP |
