Cowen and Company, LLC
599 Lexington Avenue
New York, NY 10022
February 6, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Donald Field, Attorney-Advisor
Re: | Monocle Acquisition Corporation | ||
Registration Statement on Form S-1 | |||
Filed November 19, 2018, as amended | |||
File No. 333-228470 |
Dear Mr. Field:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several Underwriters, hereby joins in the request of Monocle Acquisition 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. EST on Wednesday, February 6, 2019, or as soon as thereafter practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 90 copies of the Preliminary Prospectus dated February 6, 2019 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,
COWEN AND COMPANY, LLC
As Representative of the several Underwriters
By: /s/ William Follis
Name: William Follis
Title: Managing Director