November 13, 2019

David M. Maura
President and Chief Executive Officer
Mosaic Acquisition Corp.
375 Park Avenue
New York, NY 10152

       Re: Mosaic Acquisition Corp.
           Amendment No. 1 to Registration Statement on Form S-4
           Filed October 29, 2019
           File No. 333-233911

Dear Mr. Maura:

      We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments. Unless
we note
otherwise, our references to prior comments are to comments in our October 21,
2019 letter.

Amendment No. 1 to Form S-4

What are the Material United States Federal Income Tax Consequences of the
Merger to Vivint
Smart Home Stockholders?, page xvi

1.     Please revise to clarify that you that you have received a tax opinion
on the material tax
       consequences described.
Unaudited Pro Forma
Condensed Combined Financial Information, page 72

2.     Please provide a third redemption scenario in your pro forma
presentation that leaves
       Mosaic with at least $5,000,001 of tangible net assets, which is assumed
to be a
       redemption of 34 million shares.
 David M. Maura
FirstName LastNameDavid M. Maura
Mosaic Acquisition Corp.
Comapany 13, 2019
November NameMosaic Acquisition Corp.
Page 2
November 13, 2019 Page 2
FirstName LastName
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
1. Basis of Presentation, page 78

3.       We note in your response to prior comment 16 that with respect to the
first and second
         earnouts, the probability of achievement of the market conditions for
these earnouts is
         uncertain at this point in time and that the expenses associated with
the issuance of these
         earnouts are not expected to be material. In light of the number of
shares of New Vivint
         Parent Class A common stock the holders will receive on the
achievement of each target,
         it is unclear why the earnouts are not expected to be material to your
financial statements.
         Quantify in your disclosure the minimum value that may be incurred
from the earnouts,
         upon the achievement of the market conditions, and clarify how it
would affect your
         future results of operations, if incurred.
Material U.S. Federal Income Tax Consequences, page 83

4.       We have considered the form of tax opinion filed as Exhibit 8.1 and
the changes to the tax
         disclosure in response to prior comment 5. Your discussion of the tax
consequences of
         the merger to holders of Vivint Smart Home Common Stock beginning at
page 284,
         however, does not appear to constitute an opinion of counsel with
respect to Section
         368(a) and/or Section 351 of the Code, but rather that such is what
the parties intend and
         counsel is assuming. Please revise so that counsel opines on the legal
conclusions
         underlying the opinion. Refer to Sections III.C.1 and 3 of Staff Legal
Bulletin 19,
         Legality and Tax Opinions in Registered Offerings.
Management's Discussion and Analysis
Critical Accounting Policies and Estimates
Capitalized Contract Costs, page 192

5.       We note in your response to prior comment 28, your reference to the
guidance in ASC
         340-40-35-1 as the basis for your amortization policy. Explain to us
your consideration
         of customer attrition when selecting the straight-line method of
amortization. In this
         regard, it appears as a result of customer attrition, the greatest
amount of goods and
         services would be transferred under a portfolio of customer contracts
in the initial period
         and would subsequently decline as the number of customers decline.
6.       We note for the amortization of deferred contract costs, Vivent Smart
Home uses one
         period of benefit for its entire portfolio of contracts. Please expand
your policy disclosure
         to clarify how mechanically amortization expense is calculated and
advise us. In this
         regard, clarify whether you calculate amortization expense on the
entire asset balance or
         do you assign deferred contract costs to separate portfolios based
upon the initial date of
         service or other characteristics.
7.       We note you disclose that "these deferred costs are periodically
reviewed for
         impairment." However, in your response to prior comment 28 you stated
that Vivint
         Smart Home recognizes impairment losses related to the termination of
a customer
 David M. Maura
Mosaic Acquisition Corp.
November 13, 2019
Page 3
         relationship by using a five year amortization period, i.e. the effect
of not recognizing
         specific impairment losses for customer relationships that terminate
sooner than five years
         is offset by the effect of "over-recognizing" amortization expense
over time for customer
         relationships that will last longer than five years. Please explain to
us how this policy is in
         compliance with GAAP and clearly describe in your policy disclosure
your actual policy.
Condensed Consolidated Financial Statements (unaudited), page F-91

8.       Please update your financial statements for the period ended September
30, 2019 and the
         related pro forma financial information elsewhere in the filing.
        You may contact Kathryn Jacobson, Staff Accountant, at 202-551-3365 or
Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Staff
Attorney, at 202-551-3415 or Kathleen Krebs, Special Counsel, at 202-551-3350
with any other
questions.



FirstName LastNameDavid M. Maura                                Sincerely,
Comapany NameMosaic Acquisition Corp.
                                                                Division of
Corporation Finance
November 13, 2019 Page 3                                        Office of
Technology
FirstName LastName