CORRESP 1 filename1.htm

 

July 15, 2021

 

VIA EDGAR

 

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  

Re:TortoiseEcofin Acquisition Corp. III

Registration Statement on Form S-1

Filed February 26, 2021, as amended

File No. 333-253586

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of TortoiseEcofin Acquisition Corp. III that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 3:00 p.m. Washington D.C. time on July 19, 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 2,550 copies of the Preliminary Prospectus 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.

 

* * *

 

[Signature page follows]

 

 

 

  

  Very truly yours,
     
  BARCLAYS CAPITAL INC.
  GOLDMAN SACHS & CO. LLC
  as Representatives of the Several Underwriters
     
  BARCLAYS CAPITAL INC.
     
  By: /s/ Victoria Hale
  Name: Victoria Hale
  Title: Authorized Signatory
     
  GOLDMAN SACHS & CO. LLC
     
  By: /s/ Olympia McNerney
  Name: Olympia McNerney
  Title: Managing Director

  

[Signature Page – Acceleration Request]