3168 262nd Street
Aldergrove, BC, V4W 2Z6
Telephone (604) 684-6264
June 30, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
| Re: | Vicinity Motor Corp. |
| Registration Statement on Form F-3 | |
| File No. 333-272964 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended, Vicinity Motor Corp. (the “Company”) respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that the same will become effective at 4:00 p.m., eastern time, on Wednesday, July 5, 2023, or as soon thereafter as is practicable.
The Company hereby authorizes Kevin Roggow, Esq. to orally modify or withdraw this request for acceleration.
We respectfully request that we be notified of such effectiveness by a telephone call to Mr. Roggow at (212) 908-1294.
| Very truly yours, | |
| VICINITY MOTOR CORP. | |
/s/ Danial Buckle | |
| Danial Buckle | |
| Chief Financial Officer |