Viceroy Acquisition Corporation
8235 Forsyth Boulevard, Suite 400
Clayton, Missouri 63105
February 13, 2006
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W
Mail Stop 3561.
Washington, D.C. 20549
Re: Viceroy Acquisition Corporation
Registration Statement on Form S-1
File No. 333-128073
Application for Withdrawal
Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), Viceroy Acquisition Corporation (the
"Registrant") hereby respectfully requests that the Securities and Exchange
Commission consent to the withdrawal of its Registration Statement on Form S-1
(Registration No. 333-128073), together with all exhibits and amendments thereto
(the "Registration Statement"). No securities were sold or will be sold under
the Registration Statement. The application herein is made on the grounds that
the Registrant has determined at this time not to proceed with the proposed
offering in the United States, as filed, and may undertake a subsequent private
offering in reliance on Rule 155(c) and/or may pursue admission for trading on a
non-United States public market.
Please address any questions you may have to Jeffrey P. Schultz at Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, New
York 10017, telephone number (212) 692-6732, facsimile number (212) 983-3115.
Thank you for your assistance with this matter.
Sincerely,
VICEROY ACQUISITION CORPORATION
By: /s/ Paul Anthony Novelly
----------------------------
Paul Anthony Novelly, Chairman
cc: Jay Ingram, Esq.
Securities and Exchange Commission
Jeffrey P. Schultz, Esq.
Mintz Levin Cohn Ferris Glovsky and Popeo, PC