Filing Details

(1)  See Item 4

(1)  See Item 4

(1)  See Item 4

This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of the date hereof:

Item 1(a).

Name of Issuer:

Matlin & Partners Acquisition Corporation ("Issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices:

585 Weed Street

New Canaan, Connecticut 06840

Item 2(a).

Name of Persons Filing:

The names of the persons filing this statement on Schedule 13G are: Elliott Associates, L.P. and its wholly-owned subsidiaries (collectively, "Elliott Associates"), Elliott International, L.P. ("Elliott International"), and Elliott International Capital Advisors Inc. ("International Advisors" and collectively with Elliott Associates and Elliott International, the "Reporting Persons").  Paul E. Singer ("Singer"), Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital Advisors"), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ("Special GP"), which is controlled by Singer, are the general partners of Elliott Associates.  Hambledon, Inc. ("Hambledon") is the general partner of Elliott International.  International Advisors is the investment manager for Elliott International.  International Advisors expressly disclaims equitable ownership of and pecuniary interest in any Units.

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The business address of Elliott Associates, International Advisors, Capital Advisors, Singer and Special GP is 40 West 57^th Street, 30^th Floor, New York, New York 10019.

The business address of Elliott International and Hambledon is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.

Item 2(c).

Citizenship:

Each of Elliott Associates and Capital Advisors is a limited partnership formed under the laws of the State of Delaware.

Elliott International is a limited partnership formed under the laws of the Cayman Islands, British West Indies.

International Advisors is a corporation formed under the laws of the State of Delaware.

Special GP is a limited liability company formed under the laws of the State of Delaware.

Hambledon is a corporation formed under the laws of the Cayman Islands, British West Indies.

Singer is a U.S. citizen.

Item 2(d).

Title of Class of Securities:

Units consisting of one share of Class A common stock, $0.0001 par value per share, and one warrant (the "Units").

Item 2(e).

CUSIP Number:

57682V106

Item 3.

If This Statement is Filed Pursuant to Rule 13d 1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Elliott Associates individually beneficially owns 944,000 Units.

Elliott International and International Advisors together beneficially own the 2,006,000 Units held by Elliott International.

Elliott Associates, Elliott International and International Advisors together beneficially own an aggregate of 2,950,000 Units.

Each Unit consists of one share of Class A common stock and one warrant. The Issuer expects the Class A common stock and warrants comprising the Units to begin separate trading on the 52nd day following the date of the Prospectus unless Cantor Fitzgerald & Co. informs the Issuer of its decision to allow earlier separate trading, subject to the Issuer's satisfaction of certain conditions.

(b)

Percent of class:

The aggregate percentage of Units reported owned by each person named herein is based upon 32,500,000 Units outstanding as of March 15, 2017, following the conclusion of the Company's previously announced underwritten public offering, which included the partial exercise of the underwriters' option, as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, (the "Prospectus") with the Securities and Exchange Commission on March 10, 2017 and Current Report on Form 8-K filed with the SEC on March 15, 2017.

Elliott Associates' ownership of 944,000 Units constitutes approximately 2.9% of the outstanding Units.

Elliott International and International Advisors' ownership of 2,006,000 Units constitutes approximately 6.2% of the outstanding Units.

Elliott Associates, Elliott International and International Advisors' aggregate beneficial ownership of 2,950,000 Units constitutes approximately 9.1% of all outstanding Units.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

Elliott Associates has sole power to vote or direct the vote of 944,000 Units.

(ii)

Shared power to vote or to direct the vote

Elliott International and International Advisors together have shared power to vote or direct the vote of 2,006,000 Units.

(iii)

Sole power to dispose or to direct the disposition of

Elliott Associates has sole power to dispose or direct the disposition of 944,000 Units.

(iv)

Shared power to dispose or to direct the disposition of

Elliott International and International Advisors together have shared power to dispose or direct the disposition of 2,006,000 Units.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit A.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

March 17, 2017

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Matlin & Partners Acquisition Corporation dated March 17, 2017, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:

March 17, 2017