GXO LOGISTICS, INC.

Two American Lane

Greenwich, Connecticut 06831

 

May 23, 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

 

RE:

GXO Logistics, Inc. Registration Statement on Form S-4 File No. 333-264901 Request for Acceleration

 

Dear Ms. Brown:

 

Reference is made to the Registration Statement on Form S-4 (File No. 333-264901) filed by GXO Logistics, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on May 12, 2022 and amended on May 20, 2022 (as so amended, the “Registration Statement”).

 

The Company hereby requests the Registration Statement be declared effective at 4:00 p.m., Eastern Time, on May 25, 2022 (the “Effectiveness Time”), or as soon as possible thereafter, in accordance with Rule 461 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended.

 

Please contact Adam O. Emmerich, Esq. or Viktor Sapezhnikov, Esq. of Wachtell, Lipton, Rosen & Katz at (212) 403-1234 or (212) 403-1122 with any questions you may have concerning this letter, or if you require any additional information. Please notify them when this request for acceleration of effectiveness of the Registration Statement has been granted.

 

 

	Sincerely,
	GXO LOGISTICS, INC.
	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