January 18, 2022
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Joseph Ambrogi
KnightSwan Acquisition Corporation
Registration Statement on Form S-1
Filed December 22, 2021, as amended
File No. 333-261856
Dear Mr. Ambrogi:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the Act), the undersigned hereby joins in the request of KnightSwan 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. Eastern Time on January 20, 2022, or as soon thereafter as practicable.
Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 1,200 electronic copies of the Preliminary Prospectus are expected to be 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,|
RBC CAPITAL MARKETS, LLC
|By:||/s/ Amir Emami|
|Name: Amir Emami|
|Title: Managing Director|
[Signature Page to Underwriters Acceleration Request]