November 5, 2021
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.,
Washington, DC 20549
Attention: Liz Packebusch
| Re: | RCF Acquisition Corp. (the “Issuer”) |
| Registration Statement on Form S-1 | |
| Filed October 22, 2021 | |
| File No. 333-260462 |
Ms. Packebusch:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, as the representatives of the underwriters, hereby join in the request of the Issuer 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 City time, on November 9, 2021, or as soon thereafter as practicable, or at such other time as the Issuer or its outside counsel, White & Case LLP, requests by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wish to advise you that there will be distributed to each prospective underwriter or dealer, who is reasonably anticipated to participate in the distribution of the Issuer’s securities registered in connection with the above-reference Registration Statement, as many copies of the proposed preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
Each of the undersigned advises that it has 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. | |||
| as representative of the underwriters | |||
| By: | /s/ Pavan Bellur | ||
| Name: | Pavan Bellur | ||
| Title: | Managing Director | ||
| BARCLAYS CAPITAL INC. | |||
| as representative of the underwriters | |||
| By: | /s/ Amit Chandra | ||
| Name: | Amit Chandra | ||
| Title: | Managing Director | ||
