CORRESP 1 filename1.htm

 

 

 

 

 

 

June 1, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

 

Re:Iron Spark I Inc.

Registration Statement on Form S-1

Filed March 2, 2021, as amended

File No. 333-253775

 


Dear Sir or Madam:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Iron Spark I Inc. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on June 3, 2021, or as soon thereafter as practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that approximately 50 copies of the Preliminary Prospectus dated May 20, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advises that it has 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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  Very truly yours,
     
     
  MORGAN STANLEY & CO. LLC
  as Representative of the Several Underwriters
     
  By: /s/ Josh Kamboj
    Name: Josh Kamboj
    Title: Vice President, GCM