November 1, 2021
VIA EDGAR
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Attn: Brian Fetterolf and Katherine Bagley
| Re: | Semper Paratus Acquisition Corporation | |
| Registration Statement on Form S-1 | ||
| Filed October 7, 2021, as amended | ||
| File No. 333-260113 |
Dear Mr. Fetterolf and Ms. Bagley,
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Semper Paratus Acquisition Corporation 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. ET on November 3, 2021, or as soon as thereafter practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.
[signature page follows]
| Very truly yours, | ||
| CANTOR FITZGERALD & CO. | ||
| By: | /s/ David Batalion | |
| Name: | David Batalion | |
| Title: | Managing Director, Investment Banking | |
