United States securities and exchange commission logo





                             September 14, 2020

       Philip Tinkler
       Chief Financial Officer
       Equity Distribution Acquisition Corp.
       2 North Riverside Plaza, Suite 600
       Chicago, IL 60606

                                                        Re: Equity Distribution
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 8,
2020
                                                            File No. 333-248463

       Dear Mr. Tinkler:

              We have reviewed your amended registration statement and have the
following
       comment. In our comment we may ask you to provide us information so that
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 that our comment applies to
your facts and
       circumstances or do not believe that an amendment is appropriate, please
tell us why in your
       response.

              After reviewing any amendment to your registration statement and
the information that
       you provide in response to the comment, we may have additional comments.

       Amendment 1 to Registration Statement on Form S-1 filed September 8,
2020

       Risk Factors
       Provisions in our amended and restated certificate of incorporation and
Delaware law..., page 66

   1.                                                   We note that you
revised your disclosure to state that the federal district courts of the
                                                        United States of
America shall be the exclusive forum for the resolution of any complaint
                                                        asserting a cause of
action arising under the Securities Act. Please revise your prospectus
                                                        to state that there is
uncertainty as to whether a court would enforce such provision.
 Philip Tinkler
FirstName  LastNamePhilip  Tinkler
Equity Distribution Acquisition Corp.
Comapany 14,
September  NameEquity
               2020    Distribution Acquisition Corp.
September
Page  2    14, 2020 Page 2
FirstName LastName
        You may contact Melinda J. Hooker, Staff Accountant, at (202) 551-3732
or Kevin W.
Stertzel, Staff Accountant, at (202) 551-3723 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edward M. Kelly,
Senior Counsel, at
(202) 551-3728 or Erin M. Purnell, Senior Counsel, at (202) 551-3454 with any
other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:      Christian O. Nagler, Esq.