February 16, 2021
VIA EDGAR
Geoff Kruczek
Special Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Special Counsel
Division of Corporation Finance
| Re: | Alpha Capital Acquisition Company |
Registration Statement on Form S-1
Filed February 9, 2021, as amended
File No. 333-252596
Dear Mr. Kruczek:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of Alpha Capital Acquisition Company 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 February 18, 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, the undersigned expect to distribute approximately 1026 copies of the preliminary prospectus dated February 11, 2021 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. | |
| | | | |
| | | | |
| By: | /s/ Juan Carlos George | |
| | Name: | Juan Carlos George | |
| | Title: | Managing Director | |
| | | | |
| | | | |
| BOFA SECURITIES, INC. | |
| | | | |
| | | | |
| By: | /s/ Michele A.H. Allong | |
| | Name: | Michele A.H. Allong | |
| | Title: | Authorized Signatory | |
[Signature Page to Underwriter’s Acceleration Request Letter]