May 7, 2018
VIA EDGAR
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
Attention: Mr. Courtney Lindsay
| | Re: | Trinity Merger Corp. (the “Company”) |
| | | Registration Statement on Form S-1 |
| | | File No. 333-224244 |
Dear Mr. Lindsay:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of the Company that the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-224244) (the “Registration Statement”) be accelerated so as to permit it to become effective at 4:00 p.m., New York City time, on May 9, 2018, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, requests by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, we hereby advise you that as of the date hereof, 345 copies of the Preliminary Prospectus initially dated April 11, 2018 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
We confirm that the underwriters participating in the offering have complied with, and will continue to comply with, the requirements of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended.
* * *
[signature page follows]
| Very truly yours, |
| |
| B. RILEY FBR, INC. |
| | |
| By: | /s/ Patrice McNicoll |
| | Name: Patrice McNicoll |
| | Title: Co-Head Investment Banking |
[Signature Page to Underwriters’ Acceleration Request Letter]
