January 6, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE, Mail Stop 3010
Washington, DC 20549
Attention: Ronald E. Alper
| Re: | Prospector Capital Corp. |
| Registration Statement on Form S-1 | |
| Filed December 18, 2020, as amended | |
| File No. 333-251523 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Prospector Capital Corp. 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. Washington D.C. time on January 7, 2021, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that they intend to distribute approximately 2,250 copies of the Preliminary Prospectus dated January 4, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advise that they have 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, | |||
| Goldman Sachs & Co. LLC | |||
| as Representative of the Several Underwriters | |||
| By: | /s/ Olympia McNerney | ||
| Name: | Olympia McNerney | ||
| Title: | Managing Director | ||
[Signature Page to Underwriters Acceleration Request Letter]
