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                              January 11, 2021

       Sean Macnew
       Chief Financial Officer
       Group Nine Acquisition Corp.
       568 Broadway
       Floor 10
       New York, New York 10012

                                                        Re: Group Nine
Acquisition Corp.
                                                            Amendment No. 1 to
Form S-1
                                                            Filed January 6,
2021
                                                            File No. 333-251560

       Dear Mr. Macnew:

                                                        We have reviewed your
registration statement and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies 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 our comment, we may have additional comments.

       Amendment No. 1 to Form S-1 Filed January 6, 2021

       Our warrant agreement will designate the courts of the State of New
York..., page 44

   1.                                                   We note the disclosures
here and in the Warrant Agreement are silent with respect to
                                                        actions under the
Securities Act. Please specifically reference whether such actions are
                                                        covered. We may have
additional comments.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.

              Refer to Rules 460 and 461 regarding requests for acceleration.
Please allow adequate
       time for us to review any amendment prior to the requested effective
date of the registration
       statement.
 Sean Macnew
Group Nine Acquisition Corp.
January 11, 2021
Page 2

       You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Pam Long at 202-551-3765 with any
other
questions.



FirstName LastNameSean Macnew                             Sincerely,
Comapany NameGroup Nine Acquisition Corp.
                                                          Division of
Corporation Finance
January 11, 2021 Page 2                                   Office of Real Estate
& Construction
FirstName LastName