CORRESP 1 filename1.htm

 

October 22, 2021

 

VIA EDGAR

 

Jan Woo

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Re:TKB Critical Technologies 1

Registration Statement on Form S-1, as amended

File No. 333-260167

 

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 hereby joins in the request of TKB Critical Technologies 1 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 October 26, 2021, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Winston & Strawn LLP, request by telephone that such Registration Statement be declared effective.

 

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, approximately 150 copies of the preliminary prospectus dated October 8, 2021 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

 

The undersigned advises that the underwriter 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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[Signature Page Follows]

 

 

 

 

  Very truly yours,
     
  JEFFERIES LLC
     
  By: /s/ Tina Pappas 
  Name: Tina Pappas
  Title: Managing Director

 

 

[Signature Page to Underwriter’s Acceleration Request Letter]