EARLYBIRDCAPITAL, INC.
366 Madison Avenue | 8th Floor
New York, NY 10017
| October 15, 2018 |
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate and Commodities
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
| Attention: | Erin E. Martin |
Sarah von Althann
| Re: | Graf Industrial Corp. |
Registration Statement on Form S-1
File No. 333-227396
Dear Ms. Martin:
In connection with the Registration Statement on Form S-1 of Graf Industrial 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 4:00 p.m. on Monday, October 15, 2018 or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”).
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, 426 copies of the Preliminary Prospectus dated October 10, 2018 have been distributed to prospective underwriters, dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.
| Very truly yours, | |||
| EARLYBIRDCAPITAL, INC. | |||
| By: | /s/ Steven Levine | ||
| Name: Steven Levine | |||
| Title: CEO | |||