XL Fleet Corp.
145 Newton Street
Boston, MA 02135
(617) 718-0329
January 20, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Asia Timmons-Pierce
| RE: | XL Fleet Corp. |
Registration Statement on Form S-1
File No. 333-252089
Acceleration Request
Dear Ms. Timmons-Pierce:
With respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of XL Fleet Corp. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to Friday, January 22, 2021, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.
The cooperation of the staff in meeting the timetable described above is very much appreciated.
Please call Jeffrey Schultz of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (212) 692-6732 with any comments or questions regarding the Registration Statement.
| Very truly yours, |
| XL Fleet Corp. |
/s/ Dimitri Kazarinoff |
| By: Dimitri Kazarinoff |
| Its: Chief Executive Officer |
| cc: | Jeffrey Schultz, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
