June 30, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Energy & Transportation
100 F Street, N.E.
Washington, D.C. 20549
Attention: Anuja A. Majmudar
Re: Capstar Special Purpose Acquisition Corp.
Registration Statement on Form S-1
Filed June 11, 2020, as amended
File No. 333-239094
Dear Ms. Majmudar:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Capstar Special Purpose Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on July 1, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 639 copies of the Preliminary Prospectus dated June 24, 2020 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
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[Signature Page Follows]
| Very truly yours, | |
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| CITIGROUP GLOBAL MARKETS INC. | |
| as Representative of the Several Underwriters | |
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| By: | /S/ PAVAN BELLUR |
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| Name: Pavan Bellur |
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| Title: Managing Director |
| UBS SECURITIES LLC | |
| as Representative of the Several Underwriters | |
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| By: | /S/ THOMAS SCHADEWALD |
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| Name: Thomas Schadewald |
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| Title: Director |
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| By: | /S/ PATRICK DIXON |
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| Name: Patrick Dixon |
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| Title: Executive Director |
| BTIG, LLC | |
| as Representative of the Several Underwriters | |
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| By: | /S/ JOSEPH PASSARO |
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| Name: Joseph Passaro |
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| Title: Managing Director |
