Two American Lane

Greenwich, Connecticut 06831


May 20, 2022


United States Securities and Exchange Commission

Division of Corporation Finance, Office of Energy & Transportation

100 F. Street, N.E.

Washington, D.C. 20549
Attention: Cheryl Brown



GXO Logistics, Inc.

Registration Statement on Form S-4

File No. 333-264901

Withdrawal of Request for Acceleration


Dear Ms. Brown:


Reference is made to our letter, filed as correspondence via EDGAR on May 19, 2022, in which we requested that the effective date of the above referenced Registration Statement on Form S-4 be accelerated to 4:00 p.m., Eastern Time, on May 23, 2022, or as soon as practicable thereafter. We are no longer requesting that such Registration Statement be declared effective at this time and will hereby formally withdraw our request for acceleration of the effective date.


Thank you for your assistance on this matter.



  By:  /s/ Karlis Kirsis
    Name: Karlis Kirsis
    Title: Chief Legal Officer


cc:Adam O. Emmerich, Wachtell, Lipton, Rosen & Katz
 Viktor Sapezhnikov, Wachtell, Lipton, Rosen & Katz