CORRESP 1 filename1.htm

 

March 22, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Kevin Dougherty

 

Re: Northern Genesis Acquisition Corp. III
  Registration Statement on Form S-1
  File No. 333-253234

 

Dear Mr. Dougherty:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, which are acting as representatives of the underwriters of the initial public offering, hereby join in the request of Northern Genesis Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4 p.m. Washington D.C. time on March 23, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that approximately 1,350 copies of the Preliminary Prospectus dated March 17, 2021 are expected to be distributed to prospective underwriters, dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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[Signature Page Follows]

 

 

 

Very truly yours,

By: Morgan Stanley & Co. LLC  
     
  /s/ Tegh Kapur  
  Name: Tegh Kapur  
  Title Executive Director  
     
     
By: Wells Fargo Securities, LLC  
     
  /s/ James Perry  
  Name: James Perry  
  Title Managing Director  
     
     
By: TD Securities (USA) LLC  
     
/s/ Brad Limpert  
  Name: Brad Limpert  
  Title: Managing Director