February 1, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Gregory Herbers
| Re: | Romeo Power, Inc. |
Registration Statement on Form S-3
File No. 333-262355 (the “Registration Statement”)
Dear Mr. Herbers:
In accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Romeo Power, Inc. (the “Company”) hereby requests that the effectiveness of the Registration Statement be accelerated so that the Registration Statement will become effective on February 3, 2022 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable. The Company hereby authorizes David Hernand of Paul Hastings LLP to orally modify or withdraw this request for acceleration.
Please call David Hernand of Paul Hastings LLP at (310) 620-5750 to provide notice of the effectiveness of the Registration Statement.
| Sincerely, | ||
| ROMEO POWER, INC. | ||
| By: | /s/ Matthew Sant | |
| Name: Matthew Sant | ||
| Title: General Counsel and Secretary | ||
| cc: | David Hernand |
Paul Hastings LLP