SecProbe.io

March 31, 2020
Benjamin M. Hanson
President and Chief Executive Officer
Capstar Special Purpose Acquisition Corp.
405 West 14th Street
Austin, TX 78701
Re:CAPSTAR SPECIAL PURPOSE ACQUISITION CORP.
Draft Registration Statement on Form S-1
Filed March 6, 2020
File No. 377-03082
Dear Mr. Hanson:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Filed March 6, 2020
Cover Page
1.Please revise the prospectus cover page to include a brief discussion of the respective
voting rights of your Class A and Class B common stock.

 FirstName LastNameBenjamin M. Hanson
 Comapany NameCapstar Special Purpose Acquisition Corp.
 March 31, 2020 Page 2
 FirstName LastName
Benjamin M. Hanson
Capstar Special Purpose Acquisition Corp.
March 31, 2020
Page 2
            You may contact Diane Fritz, Staff Accountant, at (202) 551-3331 or Ethan Horowitz,
Accounting Branch Chief, at (202) 551-3311 if you have questions regarding comments on the
financial statements and related matters. Please contact Anuja A. Majmudar, Attorney-Advisor,
at (202) 551-3844 or, in her absence, Kevin Dougherty, Attorney-Advisor, at (202) 551-3271
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jason Simon