RW 1 ea191370-rw_blueroom.htm WITHDRAWAL REQUEST


Blue Room Acquisition Corp.

136 Madison Ave, Floors 5&6

New York, NY 10016


January 9, 2024




Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549


Re: Blue Room Acquisition Corp.

Request for Withdrawal

Pursuant to Rule 477 of Registration Statement on Form S-1

(File No. 333-275905)


Ladies and Gentleman:


Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), on behalf of Blue Room Acquisition Corp. (“we,” “us,” “our,” or the “Company”), we hereby submit this letter to notify the Securities and Exchange Commission (the “Commission”) of our withdrawal of our Registration Statement on Form S-1, as amended (File No. 333-275905) (the “Registration Statement”), because the Company has elected not to proceed with the public offering of securities contemplated by the Registration Statement at this time. We believe that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors as contemplated by Rule 477 under the Securities Act. The Registration Statement was declared effective on December 26, 2023. No securities have been issued or sold under the Registration Statement.


The Company acknowledges that no refund will be made for fees paid to the Commission in connection with the filing of the Registration Statement. However, the Company requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use should the Company proceed with the filing of a subsequent registration statement meeting the requirements of Rule 457(p) promulgated under the Securities Act.


Thank you for your assistance with this matter. If you have any questions or comments concerning this request, please call our legal counsel, Wei Wang, Esq. of Ellenoff Grossman & Schole LLP, at (212) 370-1300.


/s/ Erick Deneb Flores Garcia  
Erick Deneb Flores Garcia  
Chairman and Chief Executive Officer