September 8, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Irene Barberena-Meissner
Re: | TWC Tech Holdings II Corp. |
Registration Statement on Form S-1 | |
Filed September 4, 2020, as amended | |
File No. 333-240330 |
Dear Ms. Barberena-Meissner:
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 TWC Tech Holdings II 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 September 10, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that, as of the date hereof, they have distributed approximately 325 copies of the Preliminary Prospectus dated September 4, 2020 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.
* * *
[Signature Page Follows]
Very truly yours, | ||
CITIGROUP GLOBAL MARKETS, INC. | ||
as Representative of the Several Underwriters | ||
By: | /s/ Pavan Bellur | |
Name: Pavan Bellur | ||
Title: Managing Director | ||
DEUTSCHE BANK SECURITIES INC. | ||
as Representative of the Several Underwriters | ||
By: | /s/ Ravi Raghunathan | |
Name: Ravi Raghunathan | ||
Title: Managing Director | ||
DEUTSCHE BANK SECURITIES INC. | ||
as Representative of the Several Underwriters | ||
By: | /s/ Brandon Sun | |
Name: Brandon Sun | ||
Title: Director |
[Signature Page to Underwriters’ Acceleration Request Letter]