January 12, 2021
VIA EDGAR
Office of Real Estate & Construction
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Todd K. Schiffman |
| Re: | Group Nine Acquisition Corp. |
Form S-1 Registration Statement
File No. 333-251560
Dear Mr. Schiffman:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), each of the undersigned, for itself and the several underwriters, hereby joins in the request of Group Nine 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. New York time on January 14, 2021, 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, 200 copies of the Preliminary Prospectus dated January 11, 2021 have been 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.
* * *
[signature page follows]
| Very truly yours, | ||
| BARCLAYS CAPITAL INC. | ||
| CODE ADVISORS LLC | ||
| As representatives of the several underwriters | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Mark J. Zanoli | |
| Name: Mark J. Zanoli | ||
| Title: Vice Chairman | ||
| CODE ADVISORS LLC | ||
| By: | /s/ Will Hawthorne | |
| Name: Will Hawthorne | ||
| Title: Partner | ||
[Signature Page to Acceleration Request Letter]
