CORRESP 1 filename1.htm CORRESP

April 5, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Jonathan Burr

 

Re:

Post Holdings Partnering Corporation

Registration Statement on Form S-1

Filed February 9, 2021, as amended

File No. 333-252910

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, as representatives of the several underwriters, hereby join in the request of Post Holdings Partnering Corporation 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. Eastern Time on April 7, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 1,650 copies of the Preliminary Prospectus dated March 30, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

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,

 

Acting severally on behalf of themselves and the several underwriters

 

EVERCORE GROUP L.L.C.

By:   /s/ Jay Chandler
 

Name: Jay Chandler

Title: Senior Managing Director

BARCLAYS CAPITAL INC.
By:   /s/ Victoria Hale
 

Name: Victoria Hale

Title: Authorized Signatory

[Signature Page to Underwriter Acceleration Request Letter]