CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on December 8, 2020
December 8, 2020
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jonathan Burr
| Re: | Delwinds Insurance Acquisition Corp. |
| Registration Statement on Form S-1 | |
| Filed September 11, 2020, as amended | |
| File No. 333-248753 |
Dear Mr. Burr:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Delwinds Insurance Acquisition Corp. 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 December 10, 2020, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 500 copies of the Preliminary Prospectus dated December 1, 2020 are expected to be distributed 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,
RBC CAPITAL MARKETS, LLC
CANTOR FITZGERALD & CO.
as Representatives of the Several Underwriters
RBC CAPITAL MARKETS, LLC
By: /s/ Michael Ventura
Name: Michael Ventura
Title: Managing Director, ECM
CANTOR FITZGERALD & CO.
By: /s/ Bala Murty
Name: Bala Murty
Title: Chief Operating Officer
[Signature Page to Underwriters’ Acceleration Request]