C5 ACQUISITION CORPORATION
1701 Pennsylvania Ave NW, Ste #460
Washington, D.C 20006
January 4, 2022
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mr. Michael Davis
Re: | C5 Acquisition Corporation |
Registration Statement on Form S-1
Filed November 19, 2021, as amended
File No. 333-261249
Dear Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) of C5 Acquisition Corporation (the “Company”) be accelerated to 4:00 p.m. Eastern Time on January 6, 2022, or as soon thereafter as may be practicable.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Raphael M. Russo of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3309.
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Very truly yours, | ||
By: | /s/ David Glickman | |
Name: David Glickman | ||
Title: Chief Business Development Officer and Chief Financial Officer |
[Signature Page to Acceleration Request—C5 Acquisition Corporation]